exv10w1



 






Exhibit 10.1




FIRST AMENDMENT AGREEMENT




     This First Amendment Agreement dated as of May 10, 2005 (this “Amendment”) is among
(i) Pride Offshore, Inc., a Delaware corporation (the “Borrower”), (ii) the Revolving
Lenders and Term Lenders (collectively, together with the Swingline Lenders, the “Lenders”)
that are parties to the Credit Agreement dated as of July 7, 2004 (the “Credit Agreement”)
among the Borrower, the guarantors party thereto, the Revolving Lenders, the Term Lenders, Citicorp
North America, Inc., as administrative agent (the “Administrative Agent”) under the Credit
Agreement, Calyon New York Branch and Natexis Banques Populaires, as issuers of letters of credit
under the Credit Agreement (the “Issuing Banks”), and Calyon New York Branch and Natexis
Banques Populaires, as swingline lenders under the Credit Agreement (the “Swingline
Lenders”), (iii) the Administrative Agent, (iv) the Issuing Banks, and (v) the Swingline
Lenders. In consideration of the mutual promises contained herein, the Borrower, the Lenders, the
Administrative Agent and the Issuing Banks agree as set forth herein.



     Section 1. Amendments to Credit Agreement. The Credit Agreement is hereby
amended as follows:



     Section 1.1. Section 1.01. Section 1.01 of the Credit Agreement is hereby
amended by adding thereto a new definition of “Redeemable Stock” reading as follows:




     “Redeemable Stock” means, with respect to any Person, any Equity
Interest that by its terms or otherwise is required to be redeemed, or is redeemable
at the option of the holder thereof, at a fixed or determinable date or dates prior
to or on July 31, 2011, or is exchangeable into Debt of such Person or any of its
subsidiaries.



     Section 1.2. Section 5.02. Section 5.02(m) of the Credit Agreement is
hereby amended in its entirety to read as follows:




     (m) Distributions. Directly or indirectly, declare, pay or make any
Distribution, or permit any Subsidiary to declare, pay or make any Distribution,
except (i) any Subsidiary (other than the Borrower) may declare and make
Distributions ratably to the holders of its Equity Interests, and (ii) if no Event
of Default exists or would result therefrom, (a) the Borrower may make Distributions
to the Parent; and (b) the Parent may repurchase or redeem any of its Equity
Interest; provided that such repurchase or redemption is made by exchange for the
Parent’s Equity Interest (other than Redeemable Stock) or out of the net cash
proceeds from the substantially concurrent issuance or sale (other than to a
Subsidiary) of the Parent’s Equity Interest (other than Redeemable Stock).



     Section 2. Miscellaneous.



     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. The Credit Agreement, as specifically modified by
the terms of this Amendment, and each other Credit Document, remains in full force and effect.
Capitalized terms used herein that are not defined herein and are defined in the Credit Agreement,
as amended hereby, are used herein as defined in the Credit Agreement, as amended hereby.



     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 Issuing Banks and the Lenders that (i) the execution,
delivery and performance by the Borrower of this Amendment and the performance of the Credit
Agreement, as amended hereby, by the Borrower are within the Parent’s and the Borrower’s corporate
powers, have been duly authorized by all necessary corporate action of the Parent and the Borrower,
require, in respect of the Borrower, 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
Parent’s or the Borrower’s certificate of incorporation or by-laws, 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) the representations
and warranties contained in Section 4.01 of the Credit Agreement, as amended hereby, are 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 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 this
Amendment, which constitutes a Default or an Event of Default.



     Section 2.5. Lender Credit Decision. Each of the Lenders and Issuing Banks
acknowledges that it has, independently and without reliance upon the Administrative Agent, any
Issuing Bank or any other Lender 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 and Issuing Banks also acknowledges that
it will, independently and without reliance upon the Administrative Agent, any Issuing Bank or any
other Lender 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 as amended hereby.



     Section 2.6. Effectiveness. Following the execution of this Amendment by the
Majority Lenders and the Borrower, this Amendment will be effective 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.



     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 	 



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	 	AGENT:


CITICORP NORTH AMERICA, INC., 

as Administrative Agent

 	 
	 	By:  	/s/
Illegible 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	ISSUING BANKS AND SWINGLINE LENDERS:


CALYON NEW YORK BRANCH,

as an Issuing Bank and as a Swingline Lender

 	 
	 	By:  	/s/ Phillipe Soustra 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	By:  	/s/
Attica Coach 	 
	 	 	Authorized Officer 	 
	 



	 	 	 	 	 
	 	NATEXIS BANQUES POPULAIRES,

as an Issuing Bank and as a Swingline Lender

 	 
	 	By:  	/s/
Timothy L. Polvado 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	By:  	/s/
Louis P. Laville, III 	 
	 	 	Authorized Officer 	 



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	 	OTHER LENDERS:


CITICORP NORTH AMERICA, INC.

 	 
	 	By:  	/s/ David E. Graber 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	NATEXIS BANQUES POPULAIRES

 	 
	 	By:  	/s/
Timothy L. Polvado 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	By:  	/s/
Renaud J. d’Herbes 	 
	 	 	Authorized Officer 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/
Claire Liu 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	NORDEA

 	 
	 	By:  	/s/
Anne Engen 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	By:  	/s/
Alison B. Barber 	 
	 	 	Authorized Officer 	 
	 



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS

 	 
	 	By:  	/s/
Calli S. Hayes 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	By:  	/s/
Albert Fischetti 	 
	 	 	Authorized Officer 	 
	 



	 	 	 	 	 
	 	CALYON NEW YORK BRANCH

 	 
	 	By:  	/s/
Phillipe Soustra 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	By:  	/s/
Attica Coach 	 
	 	 	Authorized Officer 	 
	 



	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/
Illegible 	 
	 	 	Authorized Officer 	 
	 	 	 	 



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	 	SUMITOMO MITSUI BANKING CORPORATION

 	 
	 	By:  	/s/
William M. Ginn
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	SEB

 	 
	 	By:  	/s/
Bard Braekke
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	By:  	/s/
Erling Amundsen 	 
	 	 	Authorized Officer 	 
	 



	 	 	 	 	 
	 	DnB NOR BANK ASA

 	 
	 	By:  	/s/
Barbara Cronquist 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	By:  	/s/
Nikolai A. Nachamkin 	 
	 	 	Authorized Officer 	 
	 



	 	 	 	 	 
	 	HSH NORDBANK AG

 	 
	 	By:  	/s/
Urbanlak 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	By:  	/s/
Kai Braunsdorf 	 
	 	 	Authorized Officer 	 
	 



	 	 	 	 	 
	 	VEREINS-UND WESTBANK AG (Bayerische
Hypo-und Vereinsbank AG)

 	 
	 	By:  	/s/
F. Mahiny
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	By:  	/s/
Marquart 	 
	 	 	 	 



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	 	AMEGY BANK NATIONAL ASSOCIATION	 
	 	(FORMERLY SOUTHWEST BANK OF TEXAS
N.A.)
 	 
	 	By:  	/s/
Carmen Jordan 	 
	 	 	Authorized Officer 	 
	 	 	 	 






	 	 	 	 	 
	 	 	BABSON CLO LTD. 2004-I
	 	 	BABSON CLO LTD. 2004-II
	 	 	SUFFIELD CLO, LIMITED
	 	 	TRYON CLO LTD. 2000-I
	 

	 	By:
	 	Babson Capital Management LLC
	 

	 	 	 	as Collateral Manager
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John W. Stelwagon
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	C.M. LIFE INSURANCE COMPANY
	 

	 	By:
	 	Babson Capital Management LLC
	 

	 	 	 	as Investment Sub-Adviser
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John W. Stelwagon
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	MAPLEWOOD (CAYMAN) LIMITED
	 

	 	By:
	 	Babson Capital Management LLC
	 

	 	 	 	as Investment Manager
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John W. Stelwagon
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	MASSACHUSETTS MUTUAL LIFE INSURANCE 
COMPANY
	 

	 	By:
	 	Babson Capital Management LLC
	 

	 	 	 	as Investment Adviser
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John W. Stelwagon
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 








	 	 	 	 	 
	 	 	LOAN FUNDING VIII LLC
	 

	 	By:
	 	Babson Capital Management LLC
	 

	 	 	 	as Portfolio Manager
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John W. Stelwagon
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	PHOENIX FUNDING LIMITED
	 

	 	By:
	 	Babson Capital Management LLC
	 

	 	 	 	as Financial Sub-Agent
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John W. Stelwagon
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	SIMSBURY CLO, LIMITED
	 

	 	By:
	 	Babson Capital Management LLC under
	 

	 	 	 	delegated authority from Massachusetts
	 

	 	 	 	Mutual Life Insurance Company as
	 

	 	 	 	Collateral Manager
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John W. Stelwagon
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	BILL & MELINDA GATES FOUNDATION
	 

	 	By:
	 	Babson Capital Management LLC
	 

	 	 	 	as Investment Adviser
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John W. Stelwagon
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	BANQUE DE L’ECONOMIE DU COMMERCE ET 
DE LA MONETIQUE
	 







	 	 	 	 	 
	 

	 	By:
	 	/s/ P. Battaglid
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ M. Brickert
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	THE GOVERNOR AND COMPANY OF THE BANK 
OF IRELAND
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul Harlingen
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	BLUE SQUARE FUNDING LIMITED SERIES 3
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Alice L. Wagner
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	CSAM FUNDING IV
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David H. Lerner
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	EMERALD ORCHARD LIMITED
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ D. Robinson
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	FIDELITY ADVISOR SERIES II: FIDELITY 
FLOATING RATE HIGH INCOME FUND
	 








	 	 	 	 	 
	 

	 	By:
	 	/s/ John Costello
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	FOREST SPC LLC
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Meredith J. Koslick
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	HCM US LOANS MAC 43, LTD
	 

	 	By:
	 	Highland Capital Management, L.P.,
	 

	 	 	 	as Attorney-in-Fact
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Lancelot
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	HIGHLAND OFFSHORE PARTNERS, L.P.
	 

	 	By:
	 	Highland Capital Management, L.P.,
	 

	 	 	 	as General Partner
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Lancelot
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	HUDSON STRAITS CLO 2004, LTD.
	 

	 	By:
	 	Royal Bank of Canada as Collateral
	 

	 	 	 	Manager
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Melissa Marano
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	KATONAH I, LTD.
	 






	 	 	 	 	 
	 

	 	By:
	 	/s/ Ralph Della Rocca
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	KATONAH II, LTD.
	 

	 	By:
	 	Sankaty Advisors LLC,
	 

	 	 	 	as Sub-Advisors
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Diane J. Exter
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	KATONAH III, LTD.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ralph Della Rocca
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	KATONAH VI, LTD.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ralph Della Rocca
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	LCM 1 LIMITED PARTNERSHIP
	 

	 	By:
	 	Lyon Capital Management LLC,
	 

	 	 	 	As Collateral Manager
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Alexander B. Kenna
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	LCM III, LTD.
	 

	 	By:
	 	Lyon Capital Management LLC,
	 

	 	 	 	As Collateral Manager
	 






	 	 	 	 	 
	 

	 	By:
	 	/s/ Alexander B. Kenna
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	LIGHTPOINT CLO 2004-I, LTD.
	 	 	PREMIUM LOAN TRUST I, LTD.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Thomas A. Kramer
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	LOAN FUNDING VII LLC
	 

	 	By:
	 	Highland Capital Management, L.P.,
	 

	 	 	 	as Collateral Manager
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Lancelot
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	LOAN STAR STATE TRUST
	 

	 	By:
	 	Its Investment Manager,
	 

	 	 	 	Highland Capital Management, L.P.,
	 

	 	 	 	By Its General Partner, Strand Advisors, Inc.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Lancelot
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	METLIFE BANK NATIONAL ASSOCIATION NA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James R. Dingler
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	METROPOLITAN LIFE INSURANCE 
COMPANY, INC.
	 








	 	 	 	 	 
	 

	 	By:
	 	/s/ James R. Dingler
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	PPM SHADOW CREEK FUNDING LLC
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Meredith J. Koslick
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	RESTORATION FUNDING CLO, LTD.
	 

	 	By:
	 	Highland Capital Management, L.P.,
	 

	 	 	 	As General Partner
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Lancelot
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	SUN LIFE ASSURANCE COMPANY OF 
CANADA (US)
	 

	 	By:
	 	Fairlead Capital Management, Inc.,
	 

	 	 	 	as Sub-Advisor
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Melissa Marano
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer










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ACKNOWLEDGMENT AND CONSENT





     To induce the Administrative Agent, the Issuing Banks and the Lenders to execute the foregoing
First Amendment Agreement, each of the undersigned Guarantors hereby (a) consents to the execution,
delivery and performance of such First Amendment Agreement, (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, any Issuing Bank or any Lender with respect to any
undersigned Guarantor is released or impaired by such First Amendment Agreement, 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 — Treasury and
Investor Relations 	 
	 



	 	 	 	 	 
	 	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 	 



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	 	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 	 
	 



	 	 	 	 	 
	 	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 	 
	 



	 	 	 	 	 
	 	PRIDE MEXICO HOLDINGS, LLC

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



-8-









 






	 	 	 	 	 



	 	 	 	 	 
	 	PRIDE INTERNATIONAL MANAGEMENT COMPANY

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




-9-