EXHIBIT 10.1
REGISTRATION AGREEMENT
REGISTRATION AGREEMENT ("Agreement"), dated as of February 13, 2001,
between PRIDE INTERNATIONAL, INC., a Louisiana corporation ("Pride"); and The
Beacon Group Energy Investment Fund, L.P., a Delaware limited partnership
("Beacon"); Transocean Sedco Forex, Inc., a Cayman Islands company
("Transocean"); SWD, L.L.C., a Delaware limited liability company and wholly
subsidiary of Beacon ("SWD"); and Sedco Forex International, Inc., a Panamanian
corporation and wholly owned indirect subsidiary of Transocean ("SFI") (Beacon,
Transocean, SWD and SFI being sometimes hereinafter referred to individually as
a "Shareholder" and collectively as the "Shareholders").
WHEREAS, pursuant to and subject to the terms and conditions of a
Memorandum of Agreement dated February 8, 2001 (the "Purchase Agreement"),
Pride and its affiliates have acquired the drilling vessels "Sedco Explorer" and
"Drill Star" from Sea Wolf Drilling Limited, a Bermuda limited duration company
("Sea Wolf"), and its wholly owned subsidiaries; and
WHEREAS, in connection with the transactions contemplated by the
Purchase Agreement, SWD and SFI are receiving an aggregate 3,035,454 shares of
Common Stock, without par value, of Pride ("Pride Common Stock"), which are
"restricted securities" as defined in Rule 144 under the Securities Act of 1933,
as amended (the "Act");
WHEREAS, 75% of the equity of Sea Wolf is owned by SWD and the
remaining 25% is owned by SFI, and SWD and SFI intend to distribute, or cause to
be distributed, all or a portion of the Pride Common Stock received pursuant to
the Purchase Agreement to Beacon and Transocean or to certain of their
respective Affiliates (as such term is defined in the Purchase Agreement); and
WHEREAS, Pride has agreed, subject to the terms and conditions
contained herein and in the Purchase Agreement, to execute and deliver this
Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants hereinafter set forth, the parties hereto agree as
follows:
1. Registration.
(a) In consideration of the willingness of the SWD and SFI to accept
the shares of Pride Common Stock pursuant to the Purchase Agreement, and subject
to the performance by each Shareholder and by each of its Affiliates to which
any of the Pride Common Stock shall be distributed (an "Affiliated Selling
Shareholder") of their covenants set forth herein, Pride (i) shall prepare and
file, within 15 business days following the Closing (as defined in the Purchase
Agreement) of all of the transactions provided for in the Purchase Agreement,
with the Securities and Exchange Commission (the "Commission") a registration
statement on Form S-3, or if Pride is not eligible to use Form S-3, a
registration statement on Form S-1, (the "Registration Statement")
with respect to the offering and sale by the Shareholders or their respective
Affiliated Selling Shareholders, on a delayed or continuous basis pursuant to
Rule 415 under the Act, of the 3,035,454 shares of Pride Common Stock issued
pursuant to the Purchase Agreement (the "Shares"), and (ii) shall use its best
lawful efforts to cause the Registration Statement to become effective as soon
as possible after the filing thereof so as to permit the secondary resale of the
Shares by Shareholder. As used herein, the term "Registration Statement" means
the Registration Statement, including exhibits and financial statements and
schedules and documents incorporated by reference therein, as amended, when it
becomes effective under the Act and, in the case of the references to the
Registration Statement as of a date subsequent to the effective date, as amended
or supplemented as of such date. As used herein, the term "Prospectus" means the
prospectus included in the Registration Statement as of the date it becomes
effective under the Act and, in the case of references to the Prospectus as of a
date subsequent to the effective date of the Registration Statement, as amended
or supplemented as of such date, including all documents incorporated by
reference therein, as amended, and each prospectus supplement relating to the
offering and sale of any of the Shares. At least five business days prior to
filing with the Commission of the Registration Statement or Prospectus or any
supplements or amendments thereto, Pride shall furnish draft copies thereof
(excluding the documents incorporated by reference therein) to each Shareholder
for its review and comment.
(b) Pride will use its best lawful efforts to cause the Registration
Statement to remain effective, and to file with the Commission such amendments
and supplements as may be necessary to keep the Prospectus current and in
compliance in all material respects with the Act, until the earlier to occur of
the following: (i) the date on which restrictions on sales of the Shares by all
Shareholders or their respective Affiliated Selling Shareholders would otherwise
terminate pursuant to Rule 144(k) under the Act (as such rule or any successor
rule shall be amended from time to time); (ii) the sale of all of the Shares
covered by the Registration Statement, whether pursuant to the Registration
Statement or otherwise; or (iii) the second anniversary of the closing of the
transactions provided for in the Purchase Agreement. If the Registration
Statement ceases to be effective for any reason at any time after it is first
declared effective by the Commission (other than because of the sale of all of
the Shares registered thereunder), Pride shall use its best lawful efforts to
obtain the prompt withdrawal of any order suspending the effectiveness thereof,
and in any event shall, within 30 days after such cessation of effectiveness,
amend the Registration Statement in a manner reasonably expected to obtain the
withdrawal of the order suspending the effectiveness thereof.
(c) Pride shall furnish to each Shareholder a conformed copy of the
Registration Statement as declared effective by the Commission and of each post-
effective amendment thereto, and such number of copies of the final Prospectus
and of each post-effective amendment or supplement thereto as may reasonably be
required to facilitate the distribution of the Shares. Promptly after the
Registration Statement has been declared effective by the Commission, Pride
shall furnish to each Shareholder a copy of the Commission's order to that
effect. Thereafter, in the event that any stop order suspending the
effectiveness of the Registration Statement is issued
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or any proceedings for that purpose are instituted or threatened by the
Commission, Pride will promptly so notify each Shareholder.
(d) The Registration Statement shall be prepared by Pride in
accordance with the Act and the rules and regulations promulgated thereunder.
The section of the Prospectus entitled "Selling Shareholders" shall be prepared
in accordance with the requirements of Item 507 of Regulation S-K promulgated by
the Commission ("Regulation S-K") and shall be based upon the information
provided by the Shareholders to Pride pursuant to Section 3(a). The section of
the Prospectus entitled "Plan of Distribution" shall be prepared in accordance
with the requirements of Item 508 of Regulation S-K and shall provide that the
Shareholders or their respective Affiliated Selling Shareholders who are among
the persons named in the Prospectus as "Selling Shareholders" may distribute the
Shares pursuant to the Registration Statement from time to time in one or more
transactions on the New York Stock Exchange, including block trades, in
negotiated transactions or in a combination of any such methods of sale or
pursuant to any other method or plan of distribution as shall be furnished in
writing to Pride by or on behalf of the Shareholders.
(e) Pride will, if necessary, register or qualify the Shares to be
sold under the securities or blue sky laws of such jurisdictions in the United
States as any Shareholder shall reasonably request; provided, however, that
Pride shall in no event be required to qualify to do business as a foreign
corporation or as a dealer in any jurisdiction where it is not so qualified, to
conform its capitalization or the composition of its assets at the time to the
securities or blue sky laws of any such jurisdiction, to execute or file any
general consent to service of process under the laws of any jurisdiction, to
take any action that would subject it to service of process in suits other than
those arising out of the offer and sale of Shares, or to subject itself to
taxation in any jurisdiction where it has not therefore done so.
(f) Pride will immediately notify the Shareholders in writing (i) of
the happening of any event as a result of which the Prospectus includes an
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading and (ii) of any
request by the Commission or any other regulatory body or other body having
jurisdiction for any amendment of or supplement to the Registration Statement or
other document relating to such offering and any other written communication
relating thereto.
2. Expenses of Registration. All expenses in connection with the
Registration Statement, any qualification or compliance with federal or state
laws required in connection therewith, and the distribution of the Shares shall,
as between the Shareholders and Pride, be borne as follows:
(a) Except as set forth in Section 2(c), Pride shall pay and be
responsible for all fees and expenses incident to the performance of its
obligations hereunder, including without limitation the registration fee payable
under the Act, blue sky fees and expenses, if applicable (subject to the
limitations set forth in Section 1(e)), all fees and disbursements of Pride's
counsel and
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accountants, and any other accountants who have expressed an opinion on any
separate financial statements included or incorporated by reference in the
Prospectus, listing fees, and the cost of printing or photocopying the
Registration Statement and the Prospectus. Pride will not be required to engage
the services of a printer with respect to the Registration Statement or the
Prospectus.
(b) The Shareholders shall pay all fees and disbursements of their own
counsel and advisers, all stock transfer fees (including the cost of all
transfer tax stamps) or related stock transfer expenses, if any, and all other
expenses (including brokerage discounts, commissions and fees) related to the
distribution of the Shares that have not expressly been assumed by Pride.
(c) The Shareholders shall pay and be responsible for all fees and
disbursements of Pride's counsel and accountants, and any other accountants who
have expressed an opinion on any separate financial statements included or
incorporated by reference in the Prospectus, and the cost of printing or
photocopying the Registration Statement or Prospectus incident to the
performance of Pride's obligations hereunder for any amendment of or supplement
to the Registration Statement or the Prospectus after the Registration Statement
has become effective under the Act related to any change in the sections of the
Prospectus entitled "Selling Shareholders" or "Plan of Distribution" that is
requested by any Shareholder.
3. Shareholders' Covenants Regarding the Shares. Each Shareholder,
for itself and for each of its Affiliated Selling Shareholders, covenants and
agrees with Pride that:
(a) It will cooperate with Pride in connection with the preparation of
the Registration Statement, and for so long as Pride is obligated to keep the
Registration Statement effective, it will provide to Pride, in writing, for use
in the Registration Statement, all information regarding itself and such other
information as may be necessary to enable Pride to prepare the Registration
Statement and Prospectus covering the Shares and to maintain the effectiveness
thereof.
(b) During such time as it may be engaged in a distribution of the
Shares, it will comply with Rule 10b-5 and Regulation M promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and pursuant
thereto will, among other things: (i) not engage in any stabilization activity
in connection with the securities of Pride in contravention of such Rule or
Regulation; (ii) distribute the Shares solely in the manner described in the
Prospectus; (iii) cause to be furnished to each agent or broker-dealer to or
through whom the Shares may be offered, or to the offeree if an offer is made
directly by it, such copies of the Prospectus (as amended and supplemented to
such date) and documents incorporated by reference therein as may be required by
such agent, broker-dealer or offeree or applicable law; and (iv) not bid for or
purchase any securities of Pride or attempt to induce any person to purchase any
securities of Pride other than as permitted under the Exchange Act.
(c) Upon notice requiring the suspension of the distribution of any
of the Shares pursuant to the provisions of Section 4, it shall cease
distributing the Shares until such time
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as Pride or the managing underwriter or underwriters notify it that distribution
of the Shares may recommence.
4. Suspension of the Distribution of the Shares.
(a) If the Chief Executive Officer or Chief Financial Officer of Pride
determines in his or her good faith judgment that the distribution of any of the
Shares would interfere with any material pending financing, acquisition,
corporate reorganization or any other corporate development involving Pride or
any of its subsidiaries and would require premature disclosure thereof that
could be detrimental to Pride, and promptly gives each Shareholder written
notice of such determination, Pride shall be entitled to require all
Shareholders and, if applicable, their respective Affiliated Selling
Shareholders to suspend their distribution of the Shares for a reasonable period
of time (a "Suspension Period"). A Suspension Period shall commence on and
include the date specified as such in the written notice to the Shareholders
(but shall not commence on any day prior to the date on which Pride provides
such written notice) and shall end on the date on which each Shareholder is
advised in writing by Pride that distribution of the Shares may be resumed.
Such written notice shall contain a general statement of the reasons for such
suspension and an estimate of the anticipated period of suspension. In no event
shall the aggregate number of days in which Suspension Periods are in effect
pursuant to this Section 4(a) exceed (i) 60 days prior to September 1, 2001 or
(ii) 120 days during any period of twelve consecutive calendar months; provided
that (i) a single Suspension Period shall not exceed 30 consecutive days and
(ii) there shall be a minimum of 10 days between any two Suspension Periods.
Pride will promptly notify the Shareholders in writing after an event or
circumstance giving rise to a Suspension Period no longer exists.
(b) If Pride shall file a registration statement pursuant to which
Pride may offer through an underwriter or group of underwriters Pride Common
Stock or securities convertible into or exchangeable or exercisable for Pride
Common Stock, and the managing underwriter or underwriters advise Pride that a
sale or distribution of the Shares would adversely affect such offering, then
upon written notice by or on behalf of such underwriters, the Shareholders and
their Affiliated Selling Shareholders shall, to the extent not inconsistent with
applicable law, suspend the distribution of any of the Shares during the 10-day
period prior to and the 30-day period following the date of the prospectus or
prospectus supplement in respect of such offering, with such 30-day period being
subject to early termination by the managing underwriter or underwriters. This
Section 4(b) shall not be applicable unless Pride and its directors, executive
officers and other Affiliates are subject to written restrictions on their
disposition of Pride Common Stock for a period at least as long as that
applicable to the Shareholders.
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5. Indemnification.
(a) Pride will indemnify and hold harmless each Shareholder and each
Affiliated Selling Shareholder, their respective directors and officers and each
person, if any, who controls each Shareholder and each Affiliated Selling
Shareholder within the meaning of either Section 15 of the Act or Section 20 of
the Exchange Act (collectively, the "Shareholder Indemnified Parties") from and
against any losses, claims, damages or liabilities, joint or several, to which
the Shareholder Indemnified Parties may become subject, including any of the
foregoing incurred in settlement of any litigation, commenced or threatened,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or the
Prospectus, or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, or any
violation by Pride of the Securities Act or any rule or regulation thereunder
applicable to Pride and relating to any action or inaction required of Pride;
and, subject to Section 5(c), Pride will reimburse the Shareholder Indemnified
Parties for any legal or other expense reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage or liability;
provided, however, that Pride will not indemnify or hold harmless any
Shareholder Indemnified Party from or against any such loss, claim, damage,
liability or expense (i) to the extent such loss, claim, damage, liability or
expense arises out of or is based upon any violation of the covenants in Section
3 or of any federal or state securities laws, rules or regulations committed by
any of the Shareholder Indemnified Parties (or any agent, broker-dealer or
underwriter engaged by any of them) or (ii) if the untrue statement, omission or
allegation thereof upon which such losses, claims, damages, liabilities or
expenses are based (x) was made in reliance upon and in conformity with the
information provided by a Shareholder Indemnified Party specifically for use or
inclusion in the Registration Statement, or (y) was made in any Prospectus used
after such time as Pride advised the Shareholders that the filing of a post-
effective amendment or supplement thereto was required, except the Prospectus as
so amended or supplemented, or (z) was made in any Prospectus used after such
time as the obligation of Pride hereunder to keep the Registration Statement
effective and current has expired.
(b) Each Shareholder will, and will cause each of its Affiliated
Selling Shareholders to, indemnify and hold harmless Pride, its directors and
officers and each person, if any, who controls Pride within the meaning of
either Section 15 of the Act or Section 20 of the Exchange Act (collectively,
the "Pride Indemnified Parties"), from and against any losses, claims, damages
or liabilities, joint or several, to which the Pride Indemnified Parties may
become subject, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus, or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, if the statement or omission was made in reliance upon and
in conformity with the information provided by such Shareholder or any of its
Affiliated Selling Shareholders specifically for use or inclusion in the
Registration Statement, or (ii)
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the use of any Prospectus after such time as Pride has advised such Shareholder
that the filing of a post-effective amendment or supplement thereto is required,
except the Prospectus as so amended or supplemented, or (iii) the use of any
Prospectus after such time as the obligation of Pride hereunder to keep the
Registration Statement effective and current has expired, or (iv) any violation
by such Shareholder or any of its Affiliated Selling Shareholders, their
respective directors or officers or any person who controls or is controlled by
such Shareholder or such Affiliated Selling Shareholders within the meaning of
either Section 15 of the Act or Section 20 of the Exchange Act (or any agent,
broker-dealer or underwriter engaged by such Shareholder or any such controlling
person) of the covenants in Section 3 or of any federal or state securities law
or rule or regulation thereunder; and, subject to Section 5(c), such Shareholder
will, and will cause each of its Affiliated Selling Shareholders to, reimburse
the Pride Indemnified Parties for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage or liability. Notwithstanding the foregoing, the liability of any
Shareholder and its Affiliated Selling Shareholders under this Section 5(b)
shall be limited to the amount equal to the proceeds from the sale of the Shares
sold by such Shareholder and its Affiliated Selling Shareholders unless such
liability is based on willful misconduct. The indemnification obligations of
SWD, Beacon and their Affiliated Selling Shareholders on the one hand and SFI,
Transocean and their Affiliated Selling Shareholders on the other hand in this
Section 5(b) shall be several and not joint.
(c) Each party entitled to indemnification under this Section 5 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and the
Indemnifying Party may participate at its own expense in the defense or, if it
so elects, to assume the defense of any such claim and any action or proceeding
resulting therefrom, including the employment of counsel and the payment of all
expenses. The failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party from its obligations to
indemnify such Indemnified Party, except to the extent that the Indemnified
Party's failure to so notify actually prejudices the Indemnifying Party's
ability to defend against such claim, action or proceeding; it being understood
and agreed that the failure to so notify the Indemnifying Party of a binding
settlement agreement or a judgment or award with respect to a claim, action or
proceeding prior to execution of such settlement agreement or the entry of such
judgment or grant of such award shall constitute actual prejudice to the
Indemnifying Party's ability to defend against such claim, action or proceeding.
In the event that the Indemnifying Party elects to assume the defense in any
action or proceeding, the Indemnified Party shall have the right to employ
separate counsel in any such action or proceeding and to participate in the
defense thereof, but the fees and expenses of such separate counsel shall be at
such Indemnified Party's expense unless (i) the Indemnifying Party has agreed to
pay such fees and expenses or (ii) the named parties to any such action or
proceeding (including any impleaded parties) include an Indemnified Party and
the Indemnifying Party, and such Indemnified Party shall have been advised by
counsel that there may be a conflict of interest between such Indemnified Party
and the Indemnifying Party in the conduct of the defense of such action (in
which case, if such Indemnified Party notifies the Indemnifying Party that it
elects to employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not assume the defense of such action or proceeding on
such
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Indemnified Party's behalf, it being understood, however, that the Indemnifying
Party shall not, in connection with any one such action or proceeding or
separate but substantially similar or related actions or proceedings arising out
of the same general allegations or circumstances, be liable for the reasonable
fees and expenses of more than one separate firm of attorneys at any time for
all Indemnified Parties). No Indemnifying Party, in the defense of any such
claim or litigation, shall, except with the consent of the Indemnified Party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party of a release from all liability in respect to such
claim or litigation. The Indemnifying Party shall not be liable for any
settlement of any such action or proceeding effected without its written consent
(which shall not be unreasonably withheld), but if settled with its written
consent or, if there be a final judgment for the plaintiff in any such action or
proceeding, the Indemnifying Party shall indemnify and hold harmless the
Indemnified Party from and against any loss or liability by reason of such
settlement or judgment.
(d) If the indemnification provided for under this Section 5 is
unavailable to or insufficient to hold the Indemnified Party harmless under
subparagraphs (a) or (b) above in respect of any losses, claims, damages or
liabilities referred to therein for any reason other than as specified therein,
then the Indemnifying Party shall contribute to the amount paid or payable by
such Indemnified Party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the Indemnifying Party on the one hand and such Indemnified Party on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by (or omitted to be supplied by) the Indemnifying Party,
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission, the relative benefits received
by each party from the sale of the Shares and any other equitable considerations
appropriate under the circumstances. The amount paid or payable by an
Indemnifying Party as a result of the losses, claims, damages or liabilities
referred to above in this Section 5(d) shall be deemed to include any legal or
other expenses reasonably incurred by such Indemnified Party in connection with
investigating or defending any such action or claim. Notwithstanding the
foregoing provisions of this Section 5(d), a Shareholder and its Affiliated
Selling Shareholders shall not be required to contribute pursuant to this
Section 5(d) any amount in excess of the amount by which the proceeds received
by such Shareholder and its Affiliated Selling Shareholders from the sale of the
Shares in the transaction on which such action or claim is based exceeds the
amount of any damages such Shareholder Affiliated Selling Shareholders have
otherwise been required to pay by reason of an untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.
6. No Third-Party Beneficiaries. NOTHING CONTAINED IN THIS
AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON ANY PERSON,
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OTHER THAN THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS,
ANY RIGHTS, REMEDIES OR OBLIGATIONS UNDER, OR BY REASON OF, THIS AGREEMENT.
7. Entire Agreement. This Agreement constitutes the entire
agreement between the parties, and supersedes all prior understandings and
agreements, with respect to the subject matter hereof.
8. Notices. All notices and other communications under this
Agreement shall be in writing and sent by (i) personal delivery (including
courier service), (ii) telecopier during normal business hours to the number
indicated below, or (iii) first class or registered or certified mail, postage
prepaid and addressed as follows (or to such other addresses and telecopier
numbers as either party may designate by notice to the other party) (any
communication being deemed given upon receipt):
If to Shareholders, to:
Sea Wolf Drilling Limited
c/o The Beacon Group Energy Investment Fund, L.P.
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx, Fax (000) 000-0000
Xxxxxx Xxxxxxx, Fax (000) 000-0000
XX Xxxxxx Partners, Fax (000) 000-0000
and to:
Transocean Sedco Forex
0 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Attention: Corporate Secretary
Fax: (000) 000-0000
and to:
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxxx Xxxxxxx
Fax: (000) 000-0000
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If to Pride at:
Pride International, Inc.
0000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: General Counsel
Fax: (000) 000-0000
9. Amendments and Waivers. No amendment of any provision of this
Agreement shall be valid unless the same shall be set forth in an instrument in
writing signed by each party. Each party may waive compliance by the other
party with any agreements of such party or the fulfillment of any of the
conditions to its own obligations set forth herein. Any agreement on the part
of any party to any such waiver shall be valid only if set forth in an
instrument in writing signed by such party. No waiver by either party of any
default, misrepresentation or breach of covenant hereunder, whether intentional
or not, shall be deemed to extend to any prior or subsequent default,
misrepresentation or breach of covenant hereunder or affect in any way any
rights arising by virtue of any prior or subsequent such occurrence. Neither
the failure nor any delay by any party in exercising any right, power or
privilege under this Agreement will operate as a waiver of such right, power or
privilege, and no single or partial exercise of any such right, power or
privilege will preclude any other or further exercise of such right, power or
privilege or the exercise of any other right, power or privilege.
10. Assignment; Successors and Assigns. This Agreement shall be
binding upon, and inure to the benefit of, the parties and their respective
successors and permitted assigns, but neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned, by operation of
law or otherwise, by any party without the prior written consent of the other
parties. For purposes of this Agreement, permitted assigns shall be limited to
the respective Affiliates of the Shareholders and no prior written consent shall
be required for an assignment of a Shareholder's rights to one or more of its
Affiliates; provided that no such assignment shall relieve any Shareholder of
its obligations hereunder.
11. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.
12. Headings. The descriptive headings of the several Sections of
this Agreement are inserted for convenience only and do not constitute a part of
this Agreement.
13. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to principles of conflicts of law.
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14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which when so executed shall be deemed an original, but
all of which together shall constitute one and the same instrument.
15. Construction. The parties have participated jointly in the
negotiation and drafting of this Agreement. In the event any ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties, and no presumption or burden of proof
shall arise favoring or disfavoring either party by virtue of the authorship of
any of the provisions of this Agreement. Any reference in this Agreement to any
law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise. The word "including" shall
mean "including without limitation".
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
PRIDE INTERNATIONAL, INC.
By: /s/ XXXXXX X. XXXXXXX
--------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
SWD, LLC
By: THE BEACON GROUP ENERGY INVESTMENT FUND, L.P.,
its Member
By: BEACON ENERGY INVESTORS, LLC, its general partner
By: ENERGY FUND GP, Inc., a Member
By: /s/ XXXXX XXXXXX
--------------------------
Name: Xxxxx Xxxxxx
Title: Authorized Signatory
THE BEACON GROUP ENERGY INVESTMENT FUND, L.P.
By: BEACON ENERGY INVESTORS, LLC, its general partner
By: ENERGY FUND GP, Inc., a Member
By: /s/ XXXXX XXXXXX
-------------------------
Name: Xxxxx Xxxxxx
Title: Authorized Signatory
[signatures continued on next page]
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TRANSOCEAN SEDCO FOREX, INC.
By: /s/ XXXX X. CAHUZAC
----------------------------
Name: Xxxx X. Cahuzac
Title: Executive Vice President
SEDCO FOREX INTERNATIONAL, INC.
By: /s/ XXXXXXX XXXXXXXX
-----------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Assistant Secretary
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