exv4w1



 





EXHIBIT 4.1




EXECUTION VERSION




FOURTH AMENDMENT AGREEMENT




     This Fourth Amendment Agreement, dated as of October 18, 2007 (this “Amendment”), is
among (i) Pride Offshore, Inc., a Delaware corporation (the “Borrower”), (ii) the financial
institutions signatory hereto and who are Lenders under the Credit Agreement (as defined in the
recitals below) (the “Lenders”), including Calyon New York Branch and Natexis Banques
Populaires, as swingline lenders under the Credit Agreement (the “Swingline Lenders”),
(iii) Citicorp North America, Inc., as administrative agent under the Credit Agreement (the
“Administrative Agent”), (iv) Citibank, N.A., as collateral agent (in such capacity, the
“Collateral Agent”), and as collateral trustee (in such capacity, the “Collateral
Trustee”), under the Credit Agreement, and (v) Calyon New York Branch and Natexis Banques
Populaires, as issuers of letters of credit under the Credit Agreement (the “Issuing
Banks”).



RECITALS




     A. On July 7, 2004, the Borrower, the Revolving Lenders, the Term Lenders, the Administrative
Agent, the Collateral Agent, the Issuing Banks, the Swingline Lenders and the guarantors party
thereto entered into a Credit Agreement (such Credit Agreement, as amended, modified, supplemented,
extended or restated from time to time, the “Credit Agreement”). Capitalized terms used
herein that are not defined herein and are defined in the Credit Agreement are used herein as
defined in the Credit Agreement.



     B. The Borrower has requested, and the Majority Lenders are willing to effect, an amendment to
the Credit Agreement as set forth herein.



     NOW, THEREFORE, in consideration of the premises and the covenants, terms, conditions,
representations and warranties herein contained and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby
agree as follows:



     Section 1. Amendment to Section 5.02 of Credit Agreement. Section 5.02(m) of the
Credit Agreement is hereby amended and restated in its entirety to read as follows:



          (m) Reserved




          Section 2. Miscellaneous; Representations and Warranties.




          Section 2.1. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to its conflicts of law rules
(other than Section 5-1401 of the New York General Obligations Law).




          Section 2.2. Preservation. Except as expressly modified herein, all terms and provisions
of the Credit Agreement and each other Credit Document remain in full force and effect in
accordance with the provisions thereof and are hereby ratified and confirmed in all respects by the
parties.




          Section 2.3. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of



 









 






which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.




          Section 2.4. Representations and Warranties. The Borrower hereby represents and warrants
to the Administrative Agent, the Collateral Agent, the Collateral Trustee, the Issuing Banks and
the Lenders that (i) the execution, delivery and performance by the Borrower of this Amendment, and
the performance by the Borrower of the Credit Agreement, as amended hereby, are within the
Borrower’s corporate powers, have been duly authorized by all necessary corporate action of the
Borrower, require no material authorization, approval or other action by, or notice to or filing
with, any governmental authority or regulatory body, do not contravene (A) the Borrower’s
certificate of incorporation or bylaws, or (B) any law applicable to the Borrower, and will not
result in the creation or imposition of any Lien prohibited by the Credit Agreement on any asset of
the Parent or of any Subsidiary, (ii) this Amendment has been duly executed and delivered by the
Borrower, (iii) this Amendment and the Credit Agreement, as amended hereby, constitute legal, valid
and binding obligations of the Borrower, enforceable against the Borrower in accordance with their
respective terms, except as such enforceability may be limited by the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights
generally and by general principles of equity, (iv) after giving effect to this Amendment, the
representations and warranties contained in Section 4.01 of the Credit Agreement are true and
correct on and as of the date hereof as though made on and as of the date hereof, and the
representations and warranties contained in any other Credit Document are true and correct in all
material respects on and as of the date hereof as though made on and as of the date hereof (other
than those representations and warranties that expressly relate solely to a specific earlier date
and that remain correct as of such earlier date), and (v) no event has occurred and is continuing,
or would result from giving effect to this Amendment, which constitutes a Default or an Event of
Default.




          Section 2.5. Lender Credit Decision. Each of the Lenders acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other Lender Party and
based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Amendment and to agree to the various matters set forth herein.
Each of the Lenders also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender Party and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking any action under the Credit Agreement.




          Section 2.6. Effectiveness. Following the execution of this Amendment by the Majority
Lenders and the Borrower, this Amendment will be effective in accordance with its terms as of the
date first above written. Delivery of an executed signature page to this Amendment by telecopier
shall be as effective as delivery of a manually executed counterpart of this Amendment.




[Signatures begin on the next page]




2









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 
	 	BORROWER:



PRIDE OFFSHORE, INC.

 	 
	 	By:  	/s/ Steven D. Oldham
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



Signature Page to Fourth Amendment Agreement




 









 








	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:





CITICORP NORTH AMERICA, INC., as

Administrative Agent

 	 
	 	By:  	/s/
Robert Malleck
 	 
	 	 	Authorized Officer 	 
	 



	 	 	 	 	 
	 	COLLATERAL AGENT AND

COLLATERAL TRUSTEE:





CITIBANK, N.A., as Collateral Agent and as

Collateral Trustee

 	 
	 	By:  	/s/ Robert Malleck
 	 
	 	 	Authorized Officer 	 
	 



Signature Page to Fourth Amendment Agreement




 









 








	 	 	 	 	 
	 	ISSUING BANKS AND SWINGLINE

LENDERS:





CALYON NEW YORK BRANCH,

as an Issuing Bank and as a Swingline Lender

 	 
	 	By:  	/s/ Page Dillehunt
 	 
	 	 	Managing Director 	 
	 	 	 	 
	 	By:  	/s/ Michael Willis
 	 
	 	 	Director 	 
	 	 	 	 
	 	NATEXIS BANQUES POPULAIRES,


as an Issuing Bank and as a Swingline Lender

 	 
	 	By:  	/s/ Daniel Payer
 	 
	 	 	Director 	 
	 	 	 	 
	 	By:  	/s/ Louis P. Laville, III
 	 
	 	 	Managing Director 	 
	 	 	 	 
	 



Signature Page to Fourth Amendment Agreement




 









 








	 	 	 	 	 
	 	LENDERS:





CITICORP NORTH AMERICA, INC.

 	 
	 	By:  	/s/ Robert Malleck
 	 
	 	 	Authorized Officer 	 
	 	 	 	 



Signature Page to Fourth Amendment Agreement




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NATIXIS

 	 
	 	By:  	/s/ Daniel Payer
 	 
	 	 	Director 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                       /s/ Louis P. Laville, III
 	 
	 	 	Managing Director 	 
	 	 	 	 
	 



Signature Page to Fourth Amendment Agreement




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Ronald B. McKaig
 	 
	 	 	Senior Vice President 	 
	 	 	 	 
	 



Signature Page to Fourth Amendment Agreement




 









 








	 	 	 	 	 
	 	NORDEA

 	 
	 	By:  	/s/ Martin Kahm
 	 
	 	 	Vice President 	 
	 	 	 	 
	 	By:  	/s/ Colleen Durkin
 	 
	 	 	Vice President 	 
	 	 	 	 
	 



Signature Page to Fourth Amendment Agreement




 









 








	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY

AMERICAS

 	 
	 	By:  	/s/ Erin Morrissey
 	 
	 	 	Vice President 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Dusan Lazarov
 	 
	 	 	Vice President 	 
	 	 	 	 
	 



Signature Page to Fourth Amendment Agreement




 









 








	 	 	 	 	 
	 	CALYON NEW YORK BRANCH

 	 
	 	By:  	/s/ Page Dillehunt
 	 
	 	 	Managing Director 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                          /s/ Michael Willis
 	 
	 	 	Director 	 
	 	 	 	 
	 



Signature Page to Fourth Amendment Agreement




 









 








	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



Signature Page to Fourth Amendment Agreement





 












 





	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING

CORPORATION

 	 
	 	By:  	/s/ Natsuhiro Samejima
 	 
	 	 	Senior Vice President 	 



Signature Page to Fourth Amendment Agreement




 









 








	 	 	 	 	 
	 	SEB

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



Signature Page to Fourth Amendment Agreement




 









 








	 	 	 	 	 
	 	CRÉDIT INDUSTRIEL ET COMMERCIAL

 	 
	 	By:  	/s/ Brigite Chevallier
 	 
	 	 	Authorized Officer 	 
	 	 	 
	 	By:  	                                                /s/ Etienne Deslauriers
 	 
	 	 	Authorized Officer 	 



Signature Page to Fourth Amendment Agreement




 









 








	 	 	 	 	 
	 	BECM

 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 



Signature Page to Fourth Amendment Agreement




 









 








	 	 	 	 	 
	 	DnB NOR BANK ASA

 	 
	 	By:  	/s/ Barbara Gronquist
 	 
	 	 	Senior Vice President 	 
	 	 	 
	 	By:  	/s/ Kevin O’Hara
 	 
	 	 	Vice President 	 



Signature Page to Fourth Amendment Agreement




 









 








	 	 	 	 	 
	 	HSH NORDBANK AG

 	 
	 	By:  	/s/ Kai Braunsdorf
 	 
	 	 	Vice President 	 
	 	 	 
	 	By:  	                                      /s/ Teßmer
 	 
	 	 	Vice President 	 



Signature Page to Fourth Amendment Agreement




 









 








	 	 	 	 	 
	 	BAYERISCHE HYPO-UND VEREINSBANK AG

 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 



Signature Page to Fourth Amendment Agreement




 









 








	 	 	 	 	 
	 	AMEGY BANK NATIONAL ASSOCIATION
(formerly SOUTHWEST
BANK OF TEXAS, N.A.)

 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 



Signature Page to Fourth Amendment Agreement




 









 








	 	 	 	 	 
	 	THE GOVERNOR & COMPANY OF THE

BANK OF IRELAND

 	 
	 	By:  	/s/ Lars Torum
 	 
	 	 	Manager 	 



Signature Page to Fourth Amendment Agreement




 









 








ACKNOWLEDGMENT AND CONSENT





     To induce the Administrative Agent, the Collateral Agent, the Collateral Trustee, the Issuing
Banks and the Majority Lenders to execute the foregoing Amendment, each of the undersigned
Guarantors hereby (a) consents to the execution, delivery and performance of such Amendment, (b)
agrees that (1) neither any Credit Document executed by it nor any obligation of any of the
undersigned nor any right or remedy of the Administrative Agent, the Collateral Agent, the
Collateral Trustee, any Issuing Bank or any Lender with respect to any undersigned Guarantor is
released or impaired by such Amendment, and (2) this acknowledgment and consent shall not be
construed as requiring the consent or agreement of any undersigned Guarantor in any circumstance,
and (c) ratifies and confirms all provisions of the Credit Documents executed by it.



	 	 	 	 	 
	 	GUARANTORS:

 PRIDE INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Steven D. Oldham
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	MEXICO DRILLING LIMITED LLC

 	 
	 	By:  	/s/ Steven D. Oldham
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	PRIDE CENTRAL AMERICA, LLC

 	 
	 	By:  	/s/ Steven D. Oldham
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	PRIDE OFFSHORE INTERNATIONAL LLC

 	 
	 	By:  	/s/ Steven D. Oldham
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 



Acknowledgment and Consent




 









 








	 	 	 	 	 
	 	PRIDE SOUTH PACIFIC LLC

 	 
	 	By:  	/s/ Steven D. Oldham
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	PRIDE DRILLING, LLC

 	 
	 	By:  	
/s/ Steven D. Oldham
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	PRIDE NORTH AMERICA LLC

 	 
	 	By:  	/s/ Steven D. Oldham
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	MEXICO OFFSHORE INC.

 	 
	 	By:  	/s/ Steven D. Oldham
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	PETROLEUM SUPPLY COMPANY

 	 
	 	By:  	/s/ Steven D. Oldham
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	PRIDE INTERNATIONAL SERVICES, INC.

 	 
	 	By:  	
/s/ Steven D. Oldham
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 



Acknowledgment and Consent




 









 








	 	 	 	 	 
	 	PRIDE MEXICO HOLDINGS, LLC

 	 
	 	By:  	/s/ Steven D. Oldham
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	PRIDE INTERNATIONAL MANAGEMENT GP LLC

 	 
	 	By:  	/s/ Steven D. Oldham
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	PRIDE INTERNATIONAL

MANAGEMENT LP LLC

 	 
	 	By:  	/s/ Steven D. Oldham
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 




	 	 	 	 	 
	 	PRIDE INTERNATIONAL MANAGEMENT COMPANY LP

 	 
	 	By:  	Pride International Management GP LLC,
its General Partner
 	 
	 	 	 
	 	By:  	                                           /s/ Steven D. Oldham
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	PRIDE INTERNACIONAL DE MEXICO LLC

 	 
	 	By:  	/s/ Steven D. Oldham
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



Acknowledgment and Consent