Exhibit 4.1






			
	Execution Version
	 	Exhibit 4.1






U.S. $720,000,000




AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT



DATED AS OF JULY 30, 2010



AMONG



PRIDE INTERNATIONAL, INC. AND PRIDE INTERNATIONAL LTD.



AS BORROWERS



AND



THE LENDERS NAMED HEREIN



AND



CITIBANK, N.A.



AS ADMINISTRATIVE AGENT



AND



NATIXIS AND WELLS FARGO BANK, NATIONAL ASSOCIATION



AS SYNDICATION AGENTS



AND



BANK OF AMERICA, N.A.



AS DOCUMENTATION AGENT



AND



CITIBANK, N.A., NATIXIS AND WELLS FARGO BANK, NATIONAL ASSOCIATION



AS ISSUING BANKS



 





JOINT LEAD ARRANGERS AND JOINT BOOK RUNNERS:




CITIGROUP GLOBAL MARKETS INC., NATIXIS AND

WELLS FARGO SECURITIES, LLC



AND ING BANK N.V. AS JOINT LEAD ARRANGER


 


 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 1.01	 	Certain Defined Terms
	 	 	1	 
	Section 1.02	 	Computation of Time Periods
	 	 	23	 
	Section 1.03	 	Accounting Terms
	 	 	23	 
	Section 1.04	 	Miscellaneous
	 	 	23	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE II

AMOUNT AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 2.01	 	The Advances
	 	 	23	 
	Section 2.02	 	Making the Advances
	 	 	23	 
	Section 2.03	 	Fees
	 	 	25	 
	Section 2.04	 	Repayments of Advances
	 	 	26	 
	Section 2.05	 	Interest
	 	 	27	 
	Section 2.06	 	Additional Interest on LIBOR Advances
	 	 	27	 
	Section 2.07	 	Interest Rate Determination and Protection
	 	 	28	 
	Section 2.08	 	Conversion of Advances; Continuation
	 	 	29	 
	Section 2.09	 	Optional Prepayments
	 	 	30	 
	Section 2.10	 	Increased Costs; Capital Adequacy, Etc
	 	 	30	 
	Section 2.11	 	Illegality and Defaulting Lenders
	 	 	31	 
	Section 2.12	 	Payments and Computations
	 	 	33	 
	Section 2.13	 	Taxes
	 	 	35	 
	Section 2.14	 	Sharing of Payments, Etc
	 	 	37	 
	Section 2.15	 	Ratable Reduction or Termination of the Commitments;
Effect of Termination
	 	 	37	 
	Section 2.16	 	Increase of Commitments; Additional Lenders
	 	 	38	 
	Section 2.17	 	Replacement of Lender
	 	 	39	 
	Section 2.18	 	Certificates of Lenders
	 	 	40	 
	Section 2.19	 	Letters of Credit
	 	 	40	 
	Section 2.20	 	Reallocation of Defaulting Lender Commitment, Etc
	 	 	43	 
	Section 2.21	 	Right to Give Drawdown Notices
	 	 	44	 
	Section 2.22	 	Termination of Defaulting Lender Commitment
	 	 	45	 





 


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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE III

CONDITIONS
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 3.01	 	Initial Conditions Precedent
	 	 	45	 
	Section 3.02	 	Additional Conditions Precedent to Each Advance
	 	 	46	 
	Section 3.03	 	Conditions Precedent to Each Letter of Credit
	 	 	47	 
	Section 3.04	 	Conditions Precedent to Each Commitment Increase
	 	 	48	 
	Section 3.05	 	Determinations Under Article III
	 	 	49	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE IV

REPRESENTATIONS AND WARRANTIES
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 4.01	 	Representations and Warranties
	 	 	49	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE V

COVENANTS
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 5.01	 	Affirmative Covenants
	 	 	53	 
	Section 5.02	 	Negative Covenants
	 	 	59	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VI

EVENTS OF DEFAULT
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 6.01	 	Events of Default
	 	 	67	 
	Section 6.02	 	L/C Cash Collateral Accounts
	 	 	70	 
	Section 6.03	 	Application of Amounts Received Following the Occurrence of an Event of Default
	 	 	71	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VII

THE ADMINISTRATIVE AGENT AND THE ISSUING BANKS
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 7.01	 	Authorization and Action
	 	 	72	 
	Section 7.02	 	Administrative Agent’s Reliance, Etc
	 	 	73	 
	Section 7.03	 	Administrative Agent and Its Affiliates
	 	 	74	 
	Section 7.04	 	Lender Credit Decision
	 	 	74	 
	Section 7.05	 	Certain Rights of the Administrative Agent
	 	 	75	 
	Section 7.06	 	Holders
	 	 	75	 
	Section 7.07	 	Indemnification
	 	 	75	 
	Section 7.08	 	Resignation by the Administrative Agent
	 	 	76	 
	Section 7.09	 	Resignation by an Issuing Bank
	 	 	77	 
	Section 7.10	 	Issuing Banks’ Reliance, Etc
	 	 	78	 





 


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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	 	 	 
	 	 	 	 
	Section 7.11	 	Issuing Banks and Their Affiliates
	 	 	78	 
	Section 7.12	 	No Other Duties, etc
	 	 	79	 
	Section 7.13	 	Cure of Defaulting Lender
	 	 	79	 
	Section 7.14	 	Removal of Administrative Agent
	 	 	79	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VIII

MISCELLANEOUS
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 8.01	 	Amendments, Etc
	 	 	79	 
	Section 8.02	 	Notices, Etc
	 	 	80	 
	Section 8.03	 	No Waiver; Remedies
	 	 	83	 
	Section 8.04	 	Costs, Expenses and Indemnity
	 	 	83	 
	Section 8.05	 	Right of Set-Off
	 	 	84	 
	Section 8.06	 	Assignments and Participations
	 	 	84	 
	Section 8.07	 	Governing Law; Entire Agreement
	 	 	87	 
	Section 8.08	 	Interest
	 	 	87	 
	Section 8.09	 	Confidentiality
	 	 	88	 
	Section 8.10	 	Execution in Counterparts
	 	 	89	 
	Section 8.11	 	Domicile of Loans
	 	 	89	 
	Section 8.12	 	Binding Effect
	 	 	89	 
	Section 8.13	 	WAIVER OF JURY TRIAL
	 	 	89	 
	Section 8.14	 	Severability
	 	 	89	 
	Section 8.15	 	FORUM SELECTION AND CONSENT TO JURISDICTION
	 	 	89	 
	Section 8.16	 	DAMAGES
	 	 	90	 
	Section 8.17	 	Patriot Act Notice
	 	 	91	 
	Section 8.18	 	Survival of Agreements, Representations and Warranties, Etc
	 	 	91	 
	Section 8.19	 	Judgment Currency
	 	 	91	 
	Section 8.20	 	Currency Conversion
	 	 	91	 
	Section 8.21	 	Determination and Notice of Exchange Rates
	 	 	92	 
	Section 8.22	 	Substitution of Currency
	 	 	92	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE IX

GUARANTY
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 9.01	 	Guaranty
	 	 	93	 





 


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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	 	 	 
	 	 	 	 
	Section 9.02	 	Limit of Liability
	 	 	93	 
	Section 9.03	 	Guaranty Absolute
	 	 	93	 
	Section 9.04	 	Waiver of Notice and Other Remedies
	 	 	95	 
	Section 9.05	 	Deferral of Subrogation, Etc.
	 	 	95	 
	Section 9.06	 	Reinstatement
	 	 	96	 
	Section 9.07	 	Exercise of Remedies
	 	 	96	 
	Section 9.08	 	Continuing Guaranty; Assignments
	 	 	96	 
	 	 	 	 	 
	 	 	 	 




 


-iv-









 






TABLE OF CONTENTS




	 	 	 
	SCHEDULES:	 	 
	 
	 	 
	Schedule I

	 	Applicable Lending Offices and Commitments
	Schedule 4.01(r)

	 	Existing Debt
	Schedule 4.01(s)

	 	Existing Liens
	Schedule 5.01(c)

	 	Insurance Threshold






	 	 	 
	EXHIBITS:	 	 
	 
	 	 
	Exhibit A-1

	 	Form of Note to be issued by Pride
	Exhibit A-2

	 	Form of Note to be issued by BVI Borrower
	Exhibit B

	 	Form of Notice of Borrowing
	Exhibit C

	 	Form of Notice of Letter of Credit
	Exhibit D

	 	Form of Opinion of Baker Botts L.L.P., Special Counsel to Pride
	Exhibit D-1

	 	Form of Opinion of Maples & Calder, Special Counsel to BVI Borrower
	Exhibit E

	 	Form of Opinion of the General Counsel of Pride
	Exhibit F

	 	Form of Transfer Agreement
	Exhibit G

	 	Form of Subsidiary Guaranty
	Exhibit H

	 	Form of Joinder Agreement






 


-v-












 





AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT




THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of July 30, 2010, among PRIDE
INTERNATIONAL, INC., a Delaware corporation (“Pride”), PRIDE INTERNATIONAL LTD., a British
Virgin Islands company (“BVI Borrower”), the lenders from time to time parties hereto (each
a “Lender” and collectively, the “Lenders”), CITIBANK, N.A., as administrative
agent for the Lenders, NATIXIS and WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agents
for the Lenders (in such capacity, the “Syndication Agents”), Bank of America, N.A., as
documentation agent for the Lenders (in such capacity, the “Documentation Agent”), and
CITIBANK, N.A., NATIXIS and WELLS FARGO BANK, NATIONAL ASSOCIATION, as issuing banks of the Letters
of Credit hereunder (together with any other Lender that agrees (in its sole discretion) to issue a
Letter of Credit hereunder, in such capacity, each an “Issuing Bank”).



WITNESSETH:




WHEREAS, the Borrowers have requested that the Lenders establish in their favor a revolving
credit facility in the aggregate principal amount of U.S. $720,000,000 (as such amount may increase
or decrease in accordance with the terms hereof), pursuant to which facility revolving loans would
be made to the Borrowers at their election and letters of credit would be issued for the account of
Pride and its Subsidiaries; and



WHEREAS, the Lenders are willing to make such revolving credit facility available to the
Borrowers on the terms and subject to the conditions and requirements hereinafter set forth;



NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained,
the parties hereto agree as follows:



ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS




Section 1.01 Certain Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to both the singular and
the plural forms of the terms defined):



“Additional Lender” shall have the meaning set forth in Section 2.16(b).



“Administrative Agent” means Citibank, N.A. in its capacity as Administrative Agent
pursuant to Article VII and any successor in such capacity pursuant to Section 7.08.



“Advance” means (i) a Base Rate Advance or (ii) a LIBOR Advance, as the case may be,
and “Advances” means two or more of any such Advance.



“Affected Issuing Bank” has the meaning specified in Section 2.11(a).



“Affected Lender” has the meaning specified in Section 2.11(a).


 


 









 





“Affiliate” means, as to any Person, any other Person that, directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under common control with,
such Person. The term “controls” (including the terms “controlled by” or “under common control
with”) includes the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through ownership of Equity
Interests, by contract or otherwise.



“Agents” means, collectively, the Administrative Agent, the Documentation Agent and
the Syndication Agents.



“Agreement” means this Amended and Restated Credit Agreement, as amended, supplemented
or modified from time to time.



“Alternative Base Rate” means, for any day, a fluctuating interest rate per annum as
shall be in effect on such day, which rate per annum shall be equal to the highest of:




(i) the fluctuating commercial loan rate announced by the Administrative Agent
from time to time at its New York, NY office (or other corresponding office, in the
case of any successor Administrative Agent) as its prime rate or base rate for U.S.
Dollar loans in the United States of America in effect on such day (which base rate
may not be the lowest rate charged by such Lender on loans to any of its customers);




(ii) the sum of (x) the rate per annum (rounded upwards, if necessary, to the
nearest 1/100th of 1%) equal to the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve System arranged by
federal funds brokers on such day, as published by the Federal Reserve Bank of New
York on the next business day, provided that (A) if such day is not a business day,
the rate on such transactions on the immediately preceding business day as so
published on the next business day shall apply, and (B) if no such rate is published
on such next business day, the rate for such day shall be the average of the offered
rates quoted to the Administrative Agent on such day for such transactions by three
(3) federal funds brokers of recognized standing as selected by the Administrative
Agent, plus (y) a percentage per annum equal to one-half of one percent (1/2%); and




(iii) the sum of (x) the rate per annum (rounded upwards, if necessary, to the
nearest 1/100th of 1%) equal to the LIBO Market Index Rate in effect on such day,
plus (y) one percent (1.0%).



Any change in the Alternative Base Rate due to a change in the prime rate, federal funds rate
or the LIBO Market Index specified in clauses (i) through (iii) above, shall be effective on the
effective date of such change in the prime rate, federal funds rate or the LIBO Market Index Rate,
as applicable.



 


-2-









 





“Applicable Commitment Fee Rate” means, for any day, at such times as a Credit Rating
is in effect, the percentage per annum set forth below opposite the Credit Rating in effect on such
day:




	 	 	 	 	 
	Credit Rating	 	 	 
	S&P/Moody’s	 	Applicable Commitment Fee Rate	 
	Level 1 

BBB+/Baa1 or above
	 	 	0.250	%
	Level 2

BBB/Baa2
	 	 	0.350	%
	Level 3 

BBB-/Baa3
	 	 	0.500	%
	Level 4 

BB+/Ba1
	 	 	0.625	%
	Level 5 

Lower than Level 4
	 	 	0.750	%






For purposes of the foregoing, (i) if either S&P or Moody’s shall have issued more than one
Credit Rating, the lowest such Credit Rating issued by such rating agency shall apply; (ii) if
only one of S&P and Moody’s shall have in effect a Credit Rating, the available Credit Rating shall
apply; (iii) if the Credit Ratings established by S&P and Moody’s shall fall within different
levels, the higher Credit Rating shall apply unless such Credit Ratings differ by two or more
levels, in which case the applicable level will be deemed to be one level above the lower of such
levels; (iv) if any Credit Rating established by S&P or Moody’s shall be changed, such change shall
be effective as of the date on which such change is first announced publicly by the rating agency
making such change; and (v) if S&P or Moody’s shall change the basis on which ratings are
established, each reference to the Credit Rating announced by S&P or Moody’s, as the case may be,
shall refer to the then equivalent rating by S&P or Moody’s, as the case may be. Notwithstanding
the foregoing, if Pride shall at any time fail to have in effect a Credit Rating, Pride shall seek
and obtain (if not already in effect), within thirty (30) days after such Credit Rating first
ceases to be in effect, a corporate credit rating or a bank loan rating from S&P and/or Moody’s
(or, if neither S&P nor Moody’s issues such types of ratings or ratings comparable thereto, from
another nationally recognized rating agency approved by each of Pride and the Administrative
Agent), and from and after the date on which such corporate credit rating or bank loan rating is
obtained until such time (if any) that a Credit Rating becomes effective again, the Applicable
Commitment Fee Rate shall be based on such corporate credit or bank loan rating or ratings in the
same manner as provided herein with respect to the Credit Rating (with Level 5 being the Applicable
Commitment Fee Rate in effect from the time the Credit Rating ceases to be in effect until the
earlier of (x) the date on which any such corporate credit rating or bank loan rating is obtained
and (y) the date on which a Credit Rating becomes effective again).



“Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic
Lending Office in the case of a Base Rate Advance and such Lender’s Eurodollar Lending Office in
the case of a LIBOR Advance.



“Applicable Margin” means, for any day, at such times as a Credit Rating is in effect,
the percentage per annum set forth below opposite the Credit Rating in effect on such day:


 


-3-









 





	 	 	 	 	 
	Credit Rating	 	 	 
	S&P/Moody’s	 	Applicable Margin	 
	Level 1

BBB+/Baa1 or above
	 	 	2.00	%
	Level 2

BBB/Baa2
	 	 	2.25	%
	Level 3

BBB-/Baa3
	 	 	2.50	%
	Level 4

BB+/Ba1
	 	 	2.75	%
	Level 5 

Lower than Level 4
	 	 	3.00	%






For purposes of the foregoing, (i) if either S&P or Moody’s shall have issued more than one
Credit Rating, the lowest such Credit Rating issued by such rating agency shall apply; (ii) if
only one of S&P and Moody’s shall have in effect a Credit Rating, the available Credit Rating shall
apply; (iii) if the Credit Ratings established by S&P and Moody’s shall fall within different
levels, the higher Credit Rating shall apply unless such Credit Ratings differ by two or more
levels, in which case the applicable level will be deemed to be one level above the lower of such
levels; (iv) if any Credit Rating established by S&P or Moody’s shall be changed, such change shall
be effective as of the date on which such change is first announced publicly by the rating agency
making such change; and (v) if S&P or Moody’s shall change the basis on which ratings are
established, each reference to the Credit Rating announced by S&P or Moody’s, as the case may be,
shall refer to the then equivalent rating by S&P or Moody’s, as the case may be. Notwithstanding
the foregoing, if Pride shall at any time fail to have in effect a Credit Rating, Pride shall seek
and obtain (if not already in effect), within thirty (30) days after such Credit Rating first
ceases to be in effect, a corporate credit rating or a bank loan rating from S&P and/or Moody’s
(or, if neither S&P nor Moody’s issues such types of ratings or ratings comparable thereto, from
another nationally recognized rating agency approved by each of Pride and the Administrative
Agent), and from and after the date on which such corporate credit rating or bank loan rating is
obtained until such time (if any) that a Credit Rating becomes effective again, the Applicable
Margin shall be based on such corporate credit or bank loan rating or ratings in the same manner as
provided herein with respect to the Credit Rating (with Level 5 being the Applicable Margin in
effect from the time the Credit Rating ceases to be in effect until the earlier of (x) the date on
which any such corporate credit rating or bank loan rating is obtained and (y) the date on which a
Credit Rating becomes effective again).



“Arrangers” means Citigroup Global Markets Inc., Natixis and Wells Fargo Securities,
LLC.



“Bankruptcy Code” means Title 11 of the United States Code, as now or hereafter in
effect, or any successor thereto.



“Base Rate Advance” means an Advance which bears interest as provided in Section
2.05(a) (or, if Section 2.05(c) applies, that bears interest at 2% per annum above the
rate provided in Section 2.05(a)).


 


-4-









 





“Borrowers” means Pride and BVI Borrower, and “Borrower” means either of the
foregoing.



“Borrowing” means (i) any extension of credit of the same Type made by the Lenders on
the same date by way of Advances having, in the case of a Borrowing comprised of LIBOR Advances, a
single Interest Period, including any Borrowing advanced, continued or converted, or (ii) the
issuance, increase or extension of a Letter of Credit. A Borrowing is “advanced” on the day the
Lenders advance funds comprising such Borrowing to a Borrower or a Letter of Credit is issued,
increased or extended, is “continued” (in the case of a Borrowing comprised of LIBOR Advances) on
the date a new Interest Period commences for such Borrowing, and is “converted” (in the case of a
Borrowing comprised of LIBOR Advances or Base Rate Advances) when such Borrowing is changed from
one Type of Advances to the other.



“Borrowing Minimum” means (a) in the case of a Borrowing comprised of LIBOR Advances
denominated in Dollars, $5,000,000, (b) in the case of a Borrowing comprised of LIBOR Advances
denominated in Euros, the smallest amount of Euros that has a Dollar Equivalent equal to or in
excess of $5,000,000 and (c) in the case of a Borrowing comprised of Base Rate Advances,
$1,000,000.



“Borrowing Multiple” means, for any Borrowing, (i) in the case of a Borrowing
denominated in Dollars, $1,000,000 and (ii) in the case of a Borrowing denominated in Euros,
€1,000,000.



“Brazilian Litigation” means that certain litigation concerning the cancellation of
certain drilling contracts related to four deepwater semisubmersible drilling rigs — the Pride
Carlos Walter, Pride Brazil, Pride Portland and Pride Rio de Janeiro, as is more fully described in
Pride’s Form 10-Q filing for the quarterly period ended March 31, 2010.



“Business Day” means (a) any day of the year except Saturday, Sunday and any day on
which Lenders are required or authorized to close in New York City or Houston, Texas and (b) if the
applicable Business Day relates to the advance or continuation of, conversion into, or payment on a
LIBOR Borrowing (i) in a currency other than Euros, any day referred to in clause (a) on which
banks are dealing in Dollar deposits in the interbank eurocurrency market in London, England, and
(ii) in Euros, any day referred to in clause (a) on which the TARGET payment system is open for the
settlement of payments in Euros.



“BVI Borrower Obligations” means all Obligations owed by BVI Borrower.



“Calculation Date” means (a) with respect to any Advance, each of the following: (i)
each date of a Borrowing of a LIBOR Advance denominated in Euros, (ii) each date of a continuation
of a LIBOR Advance denominated in Euros and (iii) such additional dates as the Administrative Agent
shall reasonably determine or the Majority Lenders shall reasonably require; (b) with respect to
any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit
denominated in Euros, (ii) each date of an amendment of any such Letter of Credit denominated in
Euros having the effect of increasing the amount thereof (solely with respect to the increased
amount), and (iii) each date of any payment by the Issuing Bank under any Letter of Credit
denominated in Euros; and (c) the last Business Day of each calendar quarter.


 


-5-









 





“Capital Lease Obligations” means, with respect to any capital lease, all lease
obligations that under GAAP are required to be capitalized in respect of such capital lease on the
books of the lessee at the time of determination, in each case taken at the amount thereof
accounted for as indebtedness (net of interest expense) in accordance with GAAP.



“Cash Collateralize” means, in respect of securing an obligation, to provide and
pledge to the Administrative Agent, for the benefit of the Lender Parties, cash collateral in
Dollars, which cash collateral shall be deposited into a blocked deposit account established and
maintained at the office of the Administrative Agent and in the name of the Administrative Agent,
as collateral security for such obligation (and “Cash Collateralization” and “Cash
Collateral” shall have corresponding meanings).



“Change in Control” means an event by which (a) any Person or group of Persons acting
in concert (as such terms are used in Rule 13d-5 under the Exchange Act), acquires directly or
indirectly 30% or more of the combined voting power of all outstanding securities of Pride entitled
to vote in the election of directors, other than securities having such power only by reason of the
happening of a contingency; and (b) during any period of twelve (12) consecutive months following
an event described in clause (a) of this definition, a majority of the members of the board of
directors of Pride ceases to be composed of individuals (i) who were members of that board on the
first day of such period, (ii) whose election or nomination to that board was approved by
individuals referred to in clause (i) above constituting at the time of such election or nomination
at least a majority of that board or (iii) whose election or nomination to that board was approved
by individuals referred to in clauses (i) and (ii) above constituting at the time of such election
or nomination at least a majority of that board (excluding, in the case of both clause (ii) and
clause (iii), any individual whose initial nomination for, or assumption of office as, a member of
that board occurs as a result of an actual or threatened solicitation of proxies or consents for
the election or removal of one or more directors by any Person or group other than a solicitation
for the election of one or more directors by or on behalf of the board of directors).



“Code” means the Internal Revenue Code of 1986 as amended from time to time, or any
successor Federal tax code, and any reference to any statutory provision of the Code shall be
deemed to be a reference to any successor provision or provisions.



“Collateral Account” means an interest-bearing deposit account of Pride (i) with the
Administrative Agent or one of its Affiliates, (ii) over which neither Pride nor any of its
Affiliates has control, and (iii) in which the Administrative Agent has a first priority perfected
security interest securing the relevant Obligations.



“Commitment” means, relative to any Lender, such Lender’s obligations to make Advances
and participate in Letters of Credit pursuant to Sections 2.01 and 2.19, initially
in the amount and percentage set forth on Schedule I hereto or the Transfer Agreement pursuant to
which such Lender shall have assumed its Commitment, as applicable, as such obligations may be
reduced or increased from time to time as expressly provided pursuant to this Agreement. The
initial aggregate amount of the Lenders’ Commitments is $720,000,000.



“Commitment Increase Effective Date” has the meaning specified in Section
2.16(c).


 


-6-









 





“Commitment Termination Date” means the earliest of (i) the Maturity Date, (ii) the
date on which the Commitments are terminated in full or reduced to zero pursuant to Section
2.15, and (iii) the occurrence of any Event of Default described in Section 6.01 (f) or
(g) or the occurrence and continuance of any other Event of Default and either (x) the
declaration of the Advances to be due and payable pursuant to Section 6.01, or (y) in the
absence of such declaration, the giving of written notice by the Administrative Agent, acting at
the direction of the Majority Lenders, to Pride pursuant to Section 6.01 that the
Commitments have been terminated.



“Consolidated” refers to the consolidation of the accounts of Pride and its
Subsidiaries in accordance with GAAP.



“Consolidated Debt” means all Debt of Pride and its Subsidiaries (other than SPV’s)
that would be reflected on a consolidated balance sheet of such Persons prepared in accordance with
GAAP.



“Consolidated Debt to Total Tangible Capitalization Ratio” means, at any time, the
ratio of Consolidated Debt at such time to Total Tangible Capitalization at such time.



“Consolidated EBITDA” means, for any period, the sum, determined on a consolidated
basis, of (i) revenues after operating costs and selling, general and administrative expenses (but,
for the avoidance of doubt, before taxes and interest), plus (ii) to the extent included in
such costs and expenses, (a) depreciation expense, (b) amortization expense and (c) other non-cash
expense (including, without limitation, impairment of goodwill), in each case of Pride and its
Subsidiaries (other than SPV’s) determined in accordance with GAAP for such period.



“Consolidated Interest Expense” means, for any period, the consolidated cash interest
expense (excluding, for the avoidance of doubt, write-offs or amortization of deferred financing
costs) on indebtedness of Pride and its Subsidiaries (other than SPV’s) determined in accordance
with GAAP for such period.



“Consolidated Tangible Net Worth” means, as of any date of determination, consolidated
shareholders equity of Pride and its Subsidiaries determined in accordance with GAAP (excluding the
effect on shareholders equity of cumulative foreign exchange translation adjustments, impairment
charges and the amortization of intangible assets) less the net book amount of all assets
of Pride and its Subsidiaries that would be classified as intangible assets on the consolidated
balance sheet of Pride and its Subsidiaries as of such date prepared in accordance with GAAP. For
purposes of this definition, SPV’s shall be accounted for pursuant to the equity method of
accounting and any mark-to-market non-cash adjustments in respect of convertible securities shall
be excluded.



“Convert”, “Conversion” and “Converted” each refers to a conversion of
Advances of one Type into Advances of another Type, as the case may be, pursuant to Section
2.05(a), Section 2.07, Section 2.08, or Section 2.11.



“Credit Documents” means this Agreement, each Note, each Notice of Borrowing, each
Notice of Letter of Credit, each Letter of Credit, any Subsidiary Guaranties in effect from time to
time and each other document or instrument executed and delivered in connection with this
Agreement.


 


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“Credit Parties” means, collectively, the Borrowers and each Guarantor, and
“Credit Party” means, individually, each such Person.



“Credit Rating” means the debt rating (either express or implied) by S&P or Moody’s in
respect of Pride’s non-credit enhanced senior unsecured long-term debt.



“Debt” means, for any Person, the following obligations of such Person, without
duplication: (i) obligations of such Person for borrowed money; (ii) obligations of such Person
representing the deferred purchase price of property or services other than accounts payable and
accrued liabilities arising in the ordinary course of business and other than amounts which are
being contested in good faith and for which reserves in conformity with GAAP have been provided;
(iii) obligations of such Person evidenced by bonds, notes, bankers acceptances, debentures or
other similar instruments of such Person or arising, whether absolute or contingent, out of drawn
letters of credit issued for such Person’s account or pursuant to such Person’s application
securing Debt; (iv) obligations of other Persons, whether or not assumed, secured by liens (other
than Permitted Liens) upon property or payable out of the proceeds or production from property now
or hereafter owned or acquired by such Person, but only to the extent of such property’s fair
market value; (v) Capital Lease Obligations of such Person; (vi) net obligations under interest
rate protection agreements that have been cancelled or otherwise terminated before their scheduled
expiration or are otherwise due and payable; and (vii) obligations of such Person pursuant to a
Guaranty of any of the foregoing of another Person; provided, however, Debt shall exclude
Non-Recourse Debt (other than Pre-Completion Guaranties). Debt of any Person shall include the
Debt of any partnership or joint venture to the extent holders of such Debt have recourse to such
Person.



“Default” means an event which, with the giving of notice or lapse of time or both,
would constitute an Event of Default.



“Defaulting Lender” means, at any time, a Lender as to which the Administrative Agent
has notified Pride that (i) such Lender has failed for at least three Business Days to comply with
its obligations under this Agreement to make an Advance or make a payment to any Issuing Bank in
respect of a Letter of Credit reimbursement obligation (each a “funding obligation”),
provided that, if such Lender has failed for at least five Business Days to comply with any funding
obligation, Pride may declare such Lender to be a Defaulting Lender in a written notice to the
Administrative Agent, (ii) such Lender has notified the Administrative Agent, or has stated
publicly, that it will not comply with any such funding obligation hereunder, or has failed for at
least five Business Days to comply with its funding obligations under any other loan agreement or
credit agreement or other similar financing agreement, (iii) such Lender has, for at least three
Business Days, failed to confirm in writing to the Administrative Agent, in response to a written
request of the Administrative Agent, that it will comply with its funding obligations hereunder, or
(iv) a Lender Insolvency Event has occurred and is continuing with respect to such Lender
(provided that neither the reallocation of funding obligations provided for in Section
2.20 as a result of a Lender’s being a Defaulting Lender nor the performance by Non-Defaulting
Lenders of such reallocated funding obligations will by themselves cause the relevant Defaulting
Lender
to become a Non-Defaulting Lender). Any determination that a Lender is a Defaulting Lender
under clauses (i) through (iv) above will be made by the Administrative Agent in its reasonable
discretion acting in good faith, except as set forth in the proviso of clause (i) above. The
Administrative Agent will promptly send to all Lenders a copy of any notice to Pride (or, in the
case of a declaration under the proviso to clause (i) above, from Pride) provided for in this
definition.


 


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“Demand Loan” has the meaning specified in Section 2.19(c).



“Documentation Agent” has the meaning specified in the first paragraph hereof.



“Dollars,” “U.S. Dollars” and “$” means lawful money of the United
States of America.



“Dollar Equivalent” means, on any date of determination (i) with respect to any amount
in Dollars, such amount, and (ii) with respect to any amount in Euros, the equivalent in Dollars of
such amount, determined by the Administrative Agent using the applicable Exchange Rate in effect at
such time.



“Domestic Lending Office” means, with respect to any Lender, the office of such Lender
specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the
Transfer Agreement pursuant to which it became a Lender or such other office of such Lender as such
Lender may from time to time specify to Pride and the Administrative Agent.



“Effective Date” has the meaning specified in Section 3.01.



“Eligible Assignee” means (i) any Lender, (ii) with the consent of the Issuing Banks
(which consent will not be unreasonably withheld), any Affiliate of any Lender, and (iii) with the
consent of the Administrative Agent, the Issuing Banks and, if no Event of Default has occurred and
is continuing, Pride (which consent will not be unreasonably withheld; provided that Pride
shall be deemed to have consented to any such assignment unless it shall object thereto by written
notice to the Administrative Agent (which may be transmitted by electronic mail) within seven (7)
Business Days after receiving a written request for its consent to such assignment), any other
commercial bank or financial institution not covered by clause (i) or (ii) of this definition;
provided that neither Pride nor any Subsidiary or Affiliate of Pride shall be an Eligible
Assignee.



“EMU Legislation” means the legislative measures of the European Union for the
introduction of, changeover to or operation of the Euro in one or more member states.



“Environment” shall have the meaning set forth in 42 U.S.C. § 9601(8) as defined on
the date of this Agreement, and “Environmental” means pertaining or relating to the
Environment.



“Environmental Law” means any law, statute, ordinance, rule, regulation, order,
decision, decree, judgment, permit, license, authorization or other agreement or Governmental
Requirement arising from, in connection with or relating to the pollution, protection or regulation
of the Environment or the protection or regulation of health or safety, whether the foregoing are
required or promulgated by any government or agency or other authority of or in the United States
(whether local, state, or federal) or any foreign country or subdivision thereof, including those
relating to the disposal, removal, remediation, production, storing, refining, handling,
transferring, processing, recycling or transporting of or exposure to any material or
substance, wherever located.


 


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“EPA” means the United States Environmental Protection Agency or any successor
thereto.



“Equity Interest” means as to any Person, any capital stock, partnership interest,
joint venture interest, company interest, membership interest or other equity interest in such
Person, or any warrant, option or other right to acquire any Equity Interest in such Person.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and any successor statute, together with the regulations thereunder, as in effect
from time to time.



“ERISA Affiliate” means any trade or business (whether or not incorporated) which is a
member of a group of which Pride is a member and which is under common control within the meaning
of the regulations under Section 414 of the Code.



“ERISA Liabilities” means at any time the minimum liability with respect to Plans
which would be required to be reflected at such time as a liability on the Consolidated balance
sheet of Pride under paragraphs 36 and 70 of Statement of Financial Accounting Standards No. 87, as
such Statement may from time to time be amended, modified or supplemented, or under any successor
statement issued in replacement thereof.



“Euro” or “€” means the single currency of the European Union as constituted
by the Treaty on European Union and as referred to in the EMU Legislation for the introduction of,
changeover to or operation of the Euro in one or more member states.



“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of
the Federal Reserve Board, as in effect from time to time.



“Eurodollar Lending Office” means, with respect to any Lender, the office of such
Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto
or in the Transfer Agreement pursuant to which it became a Lender (or, if no such office is
specified, its Domestic Lending Office) or such other office of such Lender as such Lender may from
time to time specify to Pride and the Administrative Agent.



“Eurodollar Rate Reserve Percentage” of any Lender for any Interest Period with
respect to any LIBOR Advance means the reserve percentage applicable during such Interest Period
(or if more than one such percentage shall be so applicable, the daily average of such percentages
for those days in such Interest Period during which any such percentage shall be so applicable)
under regulations issued from time to time by the Federal Reserve Board for determining the maximum
reserve requirement (including any emergency, supplemental or other marginal reserve requirement)
for such Lender with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities having a term equal to such Interest Period.



“Events of Default” has the meaning specified in Section 6.01.


 


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“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any
successor statute.



“Exchange Rate” means at any date of determination, with respect to the conversion of
Dollars into Euros or the conversion of Euros into Dollars, the spot rate of exchange in London
that appears at approximately 11:00 A.M., London time, on such day on the display page applicable
to the relevant currency on the Bloomberg Service (or such other page as may replace such page on
such service for the purpose of displaying the spot rate of exchange in London for the conversion
of Dollars into Euros or the conversion of Euros into Dollars, as applicable). In the event such
spot rate of exchange does not appear on the applicable page of such service, the Exchange Rate
shall be determined by reference to such other publicly available services for displaying currency
spot exchange rates as may be agreed upon by the Administrative Agent, the Issuing Banks, and
Pride, or, in the absence of such agreement, such Exchange Rate shall instead be determined by the
Administrative Agent or the applicable Issuing Bank, as applicable, based on current market spot
rates in accordance with the provisions of Section 8.20; provided that if at the time of
any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent
or the applicable Issuing Bank, as applicable, after consultation with Pride, may use any
reasonable method it deems appropriate to determine such rate, and such determination shall be
prima facie evidence thereof.



“Existing Credit Facility” means the credit facility provided under the Credit
Agreement dated as of December 9, 2008 among Pride, the lenders party thereto, Citibank, N.A., as
administrative agent and issuing bank, Natixis, as syndication agent, and Citigroup Global Markets
Inc. and Natixis as co-lead arrangers and joint book runners, as amended.



“Expiration Date” means, for any Letter of Credit, the later of (i) the Stated Expiry
Date of such Letter of Credit or such earlier date, if any, on which such Letter of Credit is
permanently cancelled in writing by the applicable Borrower, the beneficiary thereof and each
transferee, if any, thereof, (ii) if any Extension Event referred to in clause (i) of the
definition herein of Extension Event shall occur in respect of such Letter of Credit, the date on
which the Issuing Bank shall receive an opinion from its counsel to the effect that a final and
nonappealable judgment or order has been rendered or issued either terminating the order,
injunction or other process or decree restraining the Issuing Bank from paying under such Letter of
Credit or permanently enjoining the Issuing Bank from paying under such Letter of Credit, and (iii)
if any Extension Event referred to in clause (ii) of the definition herein of Extension Event shall
occur in respect of such Letter of Credit, the date on which the Issuing Bank shall receive an
opinion from its counsel to the effect that the Issuing Bank has no further liability under such
Letter of Credit.



“Extension Event” means, in respect of any Letter of Credit, that at any time either
(i) the Issuing Bank shall have been served with or otherwise be subjected to a court order,
injunction or other process or decree restraining or seeking to restrain the Issuing Bank from
paying any amount under such Letter of Credit and either (a) there has been a drawing under such
Letter of Credit which the Issuing Bank would otherwise be obligated to pay or (b) the Stated
Expiry Date of such Letter of Credit has occurred but the right of the beneficiary or transferee to
draw under such Letter of Credit has been extended past such date in connection with the pendency
of



 


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the related court action or proceeding; or (ii) the beneficiary or transferee shall have made a
demand, on or prior to the Stated Expiry Date of such Letter of Credit, to the effect that the Stated
Expiry Date be extended or that the value of such Letter of Credit be held for the account of the
beneficiary or transferee, in either case under circumstances in which the Issuing Bank may incur
liability or loss if the Issuing Bank does not comply with such demand, and either (a) the
applicable Borrower shall have failed to authorize the Issuing Bank to so extend the Stated Expiry
Date within three banking days after the Issuing Bank shall have notified such Borrower of such
demand or (b) the Issuing Bank shall in its sole discretion decline to extend such Stated Expiry
Date.




“FCPA Investigation” means any investigation being conducted by Pride or its
representatives, the U.S. Department of Justice, or the U.S. Securities and Exchange Commission
into possible payments to non-U.S. government officials, whether directly or indirectly, as well as
corresponding accounting entries and internal control issues, which may violate the U.S. Foreign
Corrupt Practices Act, as is more fully described in Pride’s Form 10-Q filing for the quarterly
period ended March 31, 2010.



“FDIC” means the Federal Deposit Insurance Corporation, or any federal agency or
authority of the United States from time to time succeeding to its function.



“Federal Funds Rate” means, for any day, a fluctuating interest rate per annum equal
for such day to the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as published for such day
(or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a Business Day, the
average of the quotations for such day on such transactions received by the Administrative Agent
from three Federal funds brokers of recognized standing selected by it.



“Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or
any federal agency or authority of the United States from time to time succeeding to its function.



“Fiscal Year” means the fiscal year of Pride and its Subsidiaries ending on December
31 of each calendar year. For purposes of this Agreement, any particular Fiscal Year may be
designated by reference to the calendar year in which such Fiscal Year ends.



“Foreign Subsidiary” means each Subsidiary organized and existing under the law of a
jurisdiction other than the United States, any state or territory thereof, the District of Columbia
or any political subdivision of the United States, any state or territory thereof or the District
of Columbia.



“GAAP” means generally accepted accounting principles from time to time in effect as
set forth in the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and the statements and pronouncements of the Financial
Accounting Standards Board or in such other statements, opinions and pronouncements by such other
entity as may be approved by a significant segment of the U.S. accounting profession. All
calculations for purposes of determining compliance with the
financial covenants set forth in Sections 5.02(a) and 5.02(b), however, shall
be adjusted to reflect GAAP accounting principles and policies consistent with those in effect on
December 31, 2009.


 


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“Governmental Requirements” means all judgments, orders, writs, injunctions, decrees,
awards, laws, ordinances, statutes, regulations, rules, franchises, permits, certificates,
licenses, authorizations and the like and any other requirements of any government or any
commission, board, court, agency, instrumentality or political subdivision thereof.



“Guarantor” means any Subsidiary of Pride required to execute and deliver a Subsidiary
Guaranty hereunder pursuant to Section 5.02(d)(xi), unless and until the relevant
Subsidiary Guaranty is released pursuant to Section 5.02(d)(xi).



“Guaranty”, by any Person, means all contractual obligations (other than endorsements
in the ordinary course of business of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business) of such Person guaranteeing any Debt of any other
Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without
limitation, all obligations incurred through an agreement, contingent or otherwise, by such Person:
(i) to purchase such Debt, or to purchase any property or assets constituting security therefor,
primarily for the purpose of assuring the owner of such Debt of the ability of the primary obligor
to make payment of such Debt; or (ii) to advance or supply funds (x) for the purchase or payment of
such Debt, or (y) to maintain working capital or other balance sheet condition, or otherwise to
advance or make available funds for the purchase or payment of such Debt, in each case primarily
for the purpose of assuring the owner of such Debt of the ability of the primary obligor to make
payment of such Debt; or (iii) to lease property, or to purchase securities or other property or
services, of the primary obligor, primarily for the purpose of assuring the owner of such Debt of
the ability of the primary obligor to make payment of such Debt; or (iv) otherwise to assure the
owner of such Debt of the primary obligor against loss in respect thereof. For computational
purposes, the amount of a Guaranty in respect of any Debt shall be deemed to be equal to the amount
that would apply if such Debt was the direct obligation of such Person rather than the primary
obligor or, if less, the maximum aggregate potential liability of such Person under the terms of
the Guaranty.



“Hazardous Materials” means (i) any substance or material identified as a hazardous
substance pursuant to any Environmental Law, (ii) any substance or material regulated as a
hazardous or solid waste pursuant to any Environmental Law, (iii) any other material or substance
regulated under any Environmental Law and (iv) pollutants, contaminants, toxic substances,
radioactive materials, refined products, natural gas liquids, crude oil, petroleum and petroleum
products, polychlorinated biphenyls and asbestos.



“Hedging Agreement” means any swap, collar, cap, option, any combination of the
foregoing or any other hedge relating to any commodity, interest rates, currency, gas, electricity
or other product or service.



“Illegality Event” has the meaning specified in Section 2.11.



“Indemnified Parties” has the meaning specified in Section 8.04(c).



“Information” has the meaning specified in Section 8.09.


 


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“Insufficiency” means, with respect to any Plan, the amount, if any, by which the
present value of the accrued benefits under such Plan exceeds the fair market value of the assets
of such Plan allocable to such benefits.



“Interest Coverage Ratio” means, for any period, the ratio of (i) Consolidated EBITDA
for such period to (ii) Consolidated Interest Expense for such period.



“Interest Period” means, with respect to each LIBOR Advance, in each case comprising
part of the same Borrowing, the period commencing on the date of such Advance or the date of the
Conversion of any Advance into such Advance and ending on the last day of the period selected by
the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on
the last day of the immediately preceding Interest Period and ending on the last day of the period
selected by the Borrower pursuant to the provisions below. The duration of each such Interest
Period shall be one, two, three or six months (or, with the consent of each Lender making a LIBOR
Advance as part of such Borrowing, any other period), in each case as the Borrower may, upon notice
received by the Administrative Agent not later than 12:00 P.M. (New York City time) (x) on the
third Business Day prior to the first day of such Interest Period with respect to LIBOR Advances
funded in Dollars and (y) on the fourth Business Day prior to the first day of such Interest Period
with respect to LIBOR Advances funded in Euros, select; provided that:




(i) Interest Periods commencing on the same date for Advances comprising part
of the same Borrowing shall be of the same duration;




(ii) whenever the last day of any Interest Period would otherwise occur on a
day other than a Business Day, the last day of such Interest Period shall be
extended to occur on the next succeeding Business Day, provided that if such
extension would cause the last day of such Interest Period to occur in the next
following calendar month, the last day of such Interest Period shall occur on the
next preceding Business Day;




(iii) any Interest Period which begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall end on the last Business
Day of the calendar month in which such Interest Period would have ended if there
were a numerically corresponding day in such calendar month;




(iv) no Interest Period for any Advance may end after the Maturity Date; and




(v) the Borrower may not select any Interest Period if any Event of Default
exists.



“Investment Grade Rating” means (a) a debt rating of BBB- (or better) by S&P or (b) a
debt rating of Baa3 (or better) by Moody’s.



“Issuing Bank Exchange Rate” has the meaning assigned to such term in Section
8.21.


 


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“Issuing Banks” has the meaning specified in the first paragraph hereof.



“Joinder Agreement” means an agreement in substantially the form of Exhibit H
signed by Borrowers, by each Additional Lender and by each other Lender whose Commitment is to be
increased, setting forth the new Commitments of such Lenders and setting forth the agreement of
each Additional Lender to become a party to this Agreement and to be bound by all the terms and
provisions hereof.



“Lender Insolvency Event” means, with respect to any Lender, that (i) such Lender or
its Parent Company is insolvent, or is generally unable to pay its debts as they become due, or
admits in writing its inability to pay its debts as they become due, or makes a general assignment
for the benefit of its creditors, or (ii) such Lender or its Parent Company is the subject of a
bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee,
conservator, intervenor or sequestrator or the like has been appointed for such Lender or its
Parent Company, or such Lender or its Parent Company has taken any action in furtherance of or
indicating its consent to or acquiescence in any such proceeding or appointment.



“Lender Parties” means the Administrative Agent, the Issuing Banks, the Lenders and
the Arrangers.



“Lender” has the meaning specified in the first paragraph hereof.



“Letter of Credit” means each letter of credit issued by an Issuing Bank pursuant to
Section 2.19, as extended or otherwise modified by an Issuing Bank from time to time.



“Letter of Credit Liabilities” means the maximum aggregate amount of all undrawn
portions of Letters of Credit (after giving effect to any step up provision or other mechanism for
increases, if any, and assuming compliance with all conditions to drawing) plus the
aggregate amount of all drawings under Letters of Credit which are unpaid.



“L/C Cash Collateral Account” has the meaning specified in Section 6.02.



“L/C Related Documents” has the meaning specified in Section 2.19(d).



“LIBO Market Index Rate” means, for any day, with respect to any interest calculation
for Base Rate Advances, (a) the rate per annum (rounded upward, if not an integral multiple of
1/100 of 1%, to the nearest 1/100 of 1% per annum) appearing at Reuters Reference LIBOR01 page (or
on any successor thereto or substitute therefor provided by Reuters, providing rate quotations
comparable to those currently provided on such page, as determined by the Administrative Agent from
time to time for purposes of providing quotations of interest rates applicable to dollar deposits
in the London interbank market) at approximately 11:00 a.m., London time for such day (or, if such
day is not a Business Day, the immediately preceding Business Day) as the rate for dollar deposits
with a one-month maturity; (b) if for any reason the rate specified in clause (a) of this
definition does not so appear at Reuters Reference LIBOR01 page (or any successor thereto or
substitute page therefor provided by Reuters), the rate per annum (rounded upward, if not an
integral multiple of 1/100 of 1%, to the nearest 1/100 of 1% per annum) appearing on Bloomberg
Financial Markets Service (or any successor thereto) as the London interbank offered rate for
deposits in dollars at approximately 11:00 a.m., London


 


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time for such day (or, if such day is not a Business Day, the immediately preceding Business Day)
as the rate for dollar deposits with a one-month maturity; and (c) if the rate specified in clause
(a) of this definition does not so appear at Reuters Reference LIBOR01 page (or any successor
thereto or substitute therefor provided by Reuters) and if no rate specified in clause (b) of this
definition so appears on Bloomberg Financial Markets Service (or any successor thereto), the
average (rounded upward, if not an integral multiple of 1/100 of 1%, to the nearest 1/100 of 1% per
annum) of the respective rates per annum at which dollar deposits are offered by the principal
offices of each Reference Bank in London, England in immediately available funds in the London
interbank market at approximately 11:00 a.m., London time, for such day, with a one-month maturity
and in an amount substantially equal to such Reference Bank’s Base Rate Advances outstanding on
such day; provided, however, if a Reference Bank does not supply a quotation by such
specified time, the applicable LIBO Market Index Rate shall be determined on the basis of the
quotations of the remaining Reference Banks.




“LIBO Rate” means, for any Interest Period for each LIBOR Advance comprising part of
the same Borrowing, (a) the rate per annum (rounded upward, if not an integral multiple of 1/100 of
1%, to the nearest 1/100 of 1% per annum) appearing at Reuters Reference LIBOR01 page (or on any
successor thereto or substitute therefor provided by Reuters, providing rate quotations comparable
to those currently provided on such page, as determined by the Administrative Agent from time to
time for purposes of providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to
such Interest Period; (b) if for any reason the rate specified in clause (a) of this definition
does not so appear at Reuters Reference LIBOR01 page (or any successor thereto or substitute page
therefor provided by Reuters), the rate per annum (rounded upward, if not an integral multiple of
1/100 of 1%, to the nearest 1/100 of 1% per annum) appearing on Bloomberg Financial Markets Service
(or any successor thereto) as the London interbank offered rate for deposits in dollars at
approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest
Period for a maturity comparable to such Interest Period; and (c) if the rate specified in clause
(a) of this definition does not so appear at Reuters Reference LIBOR01 page (or any successor
thereto or substitute therefor provided by Reuters) and if no rate specified in clause (b) of this
definition so appears on Bloomberg Financial Markets Service (or any successor thereto), the
average (rounded upward, if not an integral multiple of 1/100 of 1%, to the nearest 1/100 of 1% per
annum) of the respective rates per annum at which dollar deposits are offered by the principal
offices of each Reference Bank in London, England in immediately available funds in the London
interbank market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, in an amount substantially equal to such Reference Bank’s
LIBOR Advances to be outstanding during such Interest Period and for a period equal to such
Interest Period; provided, however, if a Reference Bank does not supply a quotation by such
specified time, the applicable LIBO Market Index Rate shall be determined on the basis of the
quotations of the remaining Reference Banks.



“LIBOR Advance” means an Advance which bears interest as provided in Section
2.05(b) (or, if Section 2.05(c) applies, that bears interest at 2% per annum above the
rate provided in Section 2.05(b)).


 


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“LIBOR Borrowing” means a Borrowing comprised of LIBOR Advances.



“Lien” means any mortgage, pledge, security interest, encumbrance, lien, claim or
charge of any kind (including any production payment, advance payment or similar arrangement with
respect to minerals, any agreement to grant any Lien, any conditional sale or other title retention
agreement and the interest of a lessor under a capital lease), whether or not filed, recorded or
otherwise perfected under applicable law. For the avoidance of doubt, an agreement to refrain from
granting a Lien shall not constitute a Lien.



“Losses” has the meaning specified in Section 8.04(c).



“Majority Lenders” means at any time Lenders holding more than 50% of the sum of the
then aggregate unpaid principal amount of the Advances held by the Lenders at such time
plus the amount of Letter of Credit Liabilities at such time plus the then unused
Commitments (in each case determined on the basis of the Dollar Equivalent of any amounts
denominated in Euros). For purposes of this definition, Letter of Credit Liabilities shall be
considered held by the respective Lenders in accordance with the respective amounts of their
participations therein pursuant to Section 2.19, with the Lender that is the Issuing Bank
holding the balance thereof after taking into account such participations.



“Material Adverse Effect” means a material adverse effect on (i) the business, assets,
operations, properties or condition (financial or otherwise) of Pride and its Subsidiaries, taken
as a whole, (ii) the ability of the Borrowers and the Guarantors, taken as a whole, to perform
their obligations under the Credit Documents, (iii) the rights of or benefits or remedies available
to any Lender under the Credit Documents or (iv) the legality, validity, binding effect or
enforceability of the Credit Documents.



“Maturity Date” means July 26, 2013.



“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.



“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of
ERISA to which Pride, or any ERISA Affiliate is making or accruing an obligation to make
contributions, or has within any of the preceding five plan years made or accrued an obligation to
make contributions.



“Multiple Employer Plan” means an employee benefit plan, other than a Multiemployer
Plan, subject to Title IV of ERISA to which Pride, or any ERISA Affiliate, and one or more
employers other than Pride, or an ERISA Affiliate, is making or accruing an obligation to make
contributions or, in the event that any such plan has been terminated, to which Pride, or any ERISA
Affiliate made or accrued an obligation to make contributions during any of the five plan years
preceding the date of termination of such plan.



“Near-Investment Grade Rating” means (a) a debt rating of BB+ by S&P or (b) a debt
rating of Ba1 by Moody’s.



“Non-Consenting Lender” has the meaning specified in Section 2.17.


 


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“Non-Core Assets” means any assets of Pride or any of its Subsidiaries (including
equity interests in any Subsidiaries of Pride), the sale, transfer or other disposition of which
would not reasonably be expected to result in a Material Adverse Effect and, in any event, includes
the independent leg jack-up rigs and the mid-water semisubmersible rigs of Pride and its
Subsidiaries and other assets incidental thereto or arising therefrom.



“Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender.



“Non-Recourse Debt” means, (i) with respect to any Person other than an SPV, the
obligations of such Person against which the obligee has no recourse, except (A) as to certain
named or described present or future assets or interests of such Person, (B) pursuant to
Performance Guaranties provided by Pride or any Subsidiary or (C) pursuant to Pre-Completion
Guaranties provided by Pride or any Subsidiary, and (ii) the obligations of any SPV to the extent
the obligee thereof has no recourse to Pride or any of its Subsidiaries, except as to certain
specified present or future assets or interests of such SPV.



“Note” means a promissory note of any Borrower payable to the order of any Lender, in
substantially the form of Exhibit A-1 or Exhibit A-2, as applicable, evidencing the
aggregate indebtedness of such Borrower to such Lender resulting from Advances made to such
Borrower and owed to such Lender.



“Notice of Borrowing” has the meaning specified in Section 2.02.



“Notice of Letter of Credit” has the meaning specified in Section 2.19(a).



“Obligations” means all obligations (liquidated, contingent or otherwise) from time to
time owed by Pride or any Subsidiary pursuant to, as a result of or in connection with any of the
Credit Documents, including all principal of and interest on the Advances, all obligations to
reimburse the Issuing Banks for any payment under any Letter of Credit and all obligations to pay
fees, costs, expenses, indemnities and other amounts under any Credit Document.



“Other Participations” has the meaning specified in Section 2.14(a).



“Other Taxes” has the meaning specified in Section 2.13(c).



“Parent Company” means, with respect to a Lender, the bank holding company (as defined
in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning,
beneficially or of record, directly or indirectly, a majority of the shares of such Lender.



“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107-56, signed
into law October 26, 2001.



“Payment Office” means the office of the Administrative Agent located at 399 Park
Avenue, New York, New York 10043 or such other office as the Administrative Agent may designate by
written notice to the other parties hereto.


 


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“PBGC” means the Pension Benefit Guaranty Corporation, or any federal agency or
authority of the United States from time to time succeeding to its function.



“Performance Guaranty” means any guaranty (other than a Pre-Completion Guaranty) by
any Person of performance (other than the payment of Debt or Non-Recourse Debt) of another Person
delivered in connection with the financing of drill ships, offshore mobile drilling units or
offshore drilling rigs of such other Person.



“Permitted Liens” shall have the meaning set forth in Section 5.02(c).



“Person” means an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint venture, firm or
other entity, or a government or any political subdivision or agency, department or instrumentality
thereof.



“Plan” means an employee benefit plan (other than a Multiemployer Plan) which is (or,
in the event that any such plan has been terminated within five years after a transaction described
in Section 4069 of ERISA, was) maintained for employees of Pride or any ERISA Affiliate and covered
by Title IV of ERISA.



“Pre-Completion Guaranty”, by any Person, means any guaranty of such Person
guaranteeing (a) Non-Recourse Debt incurred by another Person for the purpose of financing the
construction of, or any upgrade to, any drill ship, offshore mobile drilling unit or offshore
drilling rig of such other Person or (b) the obligations of a SPV under bareboat charters for any
drillship, offshore mobile drilling unit or offshore drilling rig owned or operated by such SPV;
provided that any such guaranty shall be deemed to be a Pre-Completion Guaranty until such
time as such guaranty is no longer in effect.



“Prescribed Forms” shall mean such duly executed forms or statements, and in such
number of copies, which may, from time to time, be prescribed by law and which, pursuant to
applicable provisions of (a) an income tax treaty between the United States and the country of
residence of the Lender providing the forms or statements, (b) the Code, or (c) any applicable rule
or regulation under the Code, permit the Borrowers to make payments hereunder for the account of
such Lender free of deduction or withholding of income or similar taxes (except for any deduction
or withholding of income or similar taxes as a result of any change in or in the interpretation of
any such treaty, the Code or any such rule or regulation).



“Project Finance Subsidiary” means any Subsidiary of Pride whose principal purpose is
to incur indebtedness or to become an owner of interests in a Person created to conduct the
business activities for which such indebtedness was incurred, and substantially all the fixed
assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in
whole or in part by such indebtedness.



“property” or “asset” (in either case, whether or not capitalized) means any
interest in any kind of property or asset, whether real, personal or mixed, or tangible or
intangible.


 


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“Ratable Percentage” means, as to any Lender at any date, the amount (expressed as a
percentage) obtained (i) by dividing (a) such Lender’s Commitment at such date by (b) the
aggregate amount at such date of all Commitments of all the Lenders, or (ii) if no Commitments
exist on such date, by dividing (a) such Lender’s Commitment immediately prior to the termination
of the Commitments by (b) the aggregate amount of all Commitments of all of the Lenders immediately
prior to such termination.



“Reference Banks” means Citibank, N.A., Natixis and Wells Fargo Bank, National
Association, or if any such Lender assigns all of its Commitment and the Advances owing to it in
accordance with Section 8.06, such other Lender as may be designated by the Administrative
Agent and approved by Pride (such approval not to be unreasonably withheld).



“Register” has the meaning specified in Section 8.06(c).



“Regulation U” means Regulation U of the Federal Reserve Board, as the same is from
time to time in effect.



“Related Parties” means, with respect to any Person, such Person’s Affiliates and such
Person’s, and such Person’s Affiliates, respective managers, administrators, trustees, partners,
directors, officers, employees, agents and advisors.



“Reset Date” has the meaning assigned to such term in Section 8.21.



“Responsible Officer” means the Chief Executive Officer, President, Chief Financial
Officer, any Executive or Senior Vice President, or the Treasurer of Pride.



“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum at
such time, without duplication, of (i) such Lender’s Ratable Percentage of the Dollar Equivalent of
the aggregate principal amount of the outstanding Advances at such time, and (ii) such Lender’s
Ratable Percentage of the Dollar Equivalent of the aggregate outstanding Letter of Credit
Liabilities at such time.



“Sale Leaseback Transaction” of any Person means any arrangement entered into by such
Person or any Subsidiary of such Person, directly or indirectly, whereby such Person or any
Subsidiary of such Person shall sell or transfer any property, whether now owned or hereafter
acquired, to any other Person (a “Transferee”), and whereby such first Person or any Subsidiary of
such first Person shall then or thereafter rent or lease as lessee such property or any part
thereof or rent or lease as lessee from such Transferee or any other Person other property which
such first Person or any Subsidiary of such first Person intends to use for substantially the same
purpose or purposes as the property sold or transferred.



“SEC” means the United States Securities and Exchange Commission, or any governmental
authority succeeding to the functions of said Commission.



“Securities Act” means the Securities Act of 1933, as amended, and any successor
statute.



“Significant Subsidiary” has the meaning ascribed to such term under Regulation S-X
promulgated under the Exchange Act. For purposes of this Agreement, BVI Borrower and each
Guarantor is a Significant Subsidiary of Pride. Unless otherwise specified, all references herein
to a Significant Subsidiary or Significant Subsidiaries shall refer to a Significant
Subsidiary or Significant Subsidiaries of Pride.


 


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“S&P” means Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc., and any
successor thereto.



“SPV” means any Person that is designated by Pride as a special purpose vehicle,
provided that Pride shall not designate as a SPV any Subsidiary that owns, directly or indirectly,
any other Subsidiary that has total assets (including assets of any Subsidiaries of such other
Subsidiary, but excluding any assets that would be eliminated in consolidation with Pride and its
Subsidiaries) which equates to at least five percent (5%) of Pride’s total assets, or that had net
income (including net income of any Subsidiaries of such other Subsidiary, all before discontinued
operations and income or loss resulting from extraordinary items, but excluding revenues and
expenses that would be eliminated in consolidation with Pride and its Subsidiaries and excluding
any loss or gain resulting from the early extinguishment of Debt) during the most recently
completed Fiscal Year of Pride in excess of the greater of (i) $1,000,000, and (ii) fifteen percent
(15%) of the net income (before discontinued operations and income or loss resulting from
extraordinary items and excluding any loss or gain resulting from the early extinguishment of Debt)
for Pride and its Subsidiaries, all as determined on a consolidated basis in accordance with GAAP
during such Fiscal Year of Pride. Pride may elect to treat any Subsidiary as a SPV (provided such
Subsidiary would otherwise qualify as such), and may rescind any such prior election, by giving
written notice thereof to the Administrative Agent specifying the name of such Subsidiary or SPV,
as the case may be, and the effective date of such election, which shall be a date within sixty
(60) days after the date such notice is given. The election to treat a particular Person as a SPV
may only be made once.



“Stated Expiry Date” means the original expiration date stated on the face of any
Letter of Credit, or such other date, if any, to which the Issuing Bank extends the expiration of
such Letter of Credit at the request of the applicable Borrower.



“Subsidiary” of any Person means a corporation, partnership, joint venture, limited
liability company or other business entity (other than, except in the context of financial
statements, a SPV) of which more than fifty percent (50%) of the outstanding stock or comparable
equity interests having ordinary voting power for the election of the board of directors or similar
governing body (irrespective of whether or not at the time stock or other equity interests of any
other class or classes of such corporation, partnership, joint venture, limited liability company
or other business entity shall have or might have voting power by reason of the happening of any
contingency), is at the time directly or indirectly owned by such Person or by one or more of its
Subsidiaries. Unless otherwise specified, all references herein to a “Subsidiary” or to
“Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Pride.



“Subsidiary Debt Basket Amount” has the meaning specified in Section
5.02(d)(x).



“Subsidiary Guaranty” means any Guaranty of any Subsidiary delivered pursuant to
Section 5.02(d)(xi).


 


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“Supermajority Lenders” means at any time Lenders holding more than 90% of the sum of
the then aggregate unpaid principal amount of the Advances held by the Lenders at such time
plus the then existing amount of Letter of Credit Liabilities at such time plus the
then unused Commitments (in each case determined on the basis of the Dollar Equivalent of any
amounts denominated in Euros). For purposes of this definition, Letter of Credit Liabilities shall
be considered held by the respective Lenders in accordance with the respective amounts of their
participations therein pursuant to Section 2.19, with the Lender that is the Issuing Bank
holding the balance thereof after taking into account such participations.



“Syndication Agents” has the meaning specified in the first paragraph hereof.



“TARGET” means the Trans-European Automated Real-Time Gross Settlement Express
Transfer system.



“Taxes” has the meaning specified in Section 2.13(a).



“Termination Event” means (a) a “reportable event”, as such term is described in
Section 4043 of ERISA (other than a “reportable event” not subject to the provision for 30-day
notice to the PBGC), or an event described in Section 4062(e) of ERISA, or (b) the withdrawal of
Pride or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a
“substantial employer”, as such term is defined in Section 4001(a)(2) of ERISA, or the incurrence
of liability by Pride or any ERISA Affiliate under Section 4064 of ERISA upon the termination of a
Multiple Employer Plan, or (c) the treatment of a Plan amendment as a termination under Section
4041(b) of ERISA, if such termination would require material additional contributions in order to
be considered a standard termination within the meaning of Section 4041(b) of ERISA, or (d) the
distribution of a notice of intent to terminate a Plan pursuant to Section 4041(c) of ERISA or the
termination of a Plan under Section 4041(c) of ERISA, or (e) the institution of proceedings to
terminate a Plan by the PBGC under Section 4042 of ERISA, or (f) any other event or condition which
might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of
a trustee to administer, any Plan.



“Total Tangible Capitalization” shall mean, as of any date of determination, the sum
of Consolidated Debt plus Consolidated Tangible Net Worth as of such date.



“Transfer Agreement” means a transfer agreement entered into by a Lender and an
Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of
Exhibit F.



“Type”, when used in reference to any Advance or Borrowing, refers to whether the rate
of interest on such Advance, or on the Advances comprising such Borrowing, is determined by
reference to the LIBO Rate or the Alternative Base Rate.



“Wholly-Owned Subsidiary” of any Person means any Subsidiary of such Person all of the
Equity Interests (other than shares required by law to be owned by another Person, director’s
qualifying shares and other immaterial interests) in which are owned by such Person and/or one or
more other Wholly-Owned Subsidiaries of such Person.



 


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“Withdrawal Liability” shall have the meaning given such term under Part I of
Subtitle E of Title IV of ERISA.



Section 1.02 Computation of Time Periods. In this Agreement in the computation of
periods of time from a specified date to a later specified date, the word “from” means
“from and including” and the words “to” and “until” each means “to but excluding”.
Unless otherwise indicated, all references to a particular time are references to New York City
time.



Section 1.03 Accounting Terms. All accounting terms not specifically defined herein
shall be construed in accordance with GAAP.



Section 1.04 Miscellaneous. The words “hereof”, “herein” and
“hereunder” and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and Article, Section,
Schedule and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this
Agreement, unless otherwise specified. The term “including” shall mean “including, without
limitation,”, the term “include” shall mean “include, without limitation,” and the term
“includes” shall mean “includes, without limitation,”. Unless otherwise specified, all
references in this Agreement to an amount of currency shall mean the Dollar Equivalent of such
amount.



ARTICLE II

AMOUNT AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT




Section 2.01 The Advances. Each Lender severally agrees, on the terms and conditions
hereinafter set forth, to make one or more Advances to the Borrowers from time to time on any
Business Day prior to the Commitment Termination Date in an aggregate amount not to exceed (i) the
amount of such Lender’s Commitment minus (ii) such Lender’s Revolving Credit Exposure
(after giving effect to any Advances to be made on such Business Day); provided that no
Advance shall be required to be made except as part of a Borrowing that is in an aggregate amount
that is an integral multiple of the Borrowing Multiple and is not less than the Borrowing Minimum,
and each Borrowing shall consist of Advances of the same Type having (in the case of a Borrowing
comprised of LIBOR Advances) the same Interest Period, made on the same day by the Lenders ratably
according to their respective Commitments. Within the foregoing limits and subject to the terms
and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Advances. Funding
of any Advances shall be in any combination of U.S. Dollars or Euros as specified by the requesting
Borrower as set forth in Section 2.02; provided that any Advances funded in Euros
may only be outstanding as LIBOR Advances. Each Lender may, at its option, make any Advance
available to BVI Borrower by causing any foreign or domestic branch or affiliate of such Lender to
make such Advance; provided that any exercise of such option shall not affect the
obligation of the Borrowers and if applicable, the Guarantors, to repay such Advance in accordance
with the terms of the Credit Documents.



Section 2.02 Making the Advances. (a) Each Borrowing shall be made on notice, given
not later than (x) in the case of a proposed Borrowing comprised of LIBOR Advances to be funded in
U.S. Dollars, 12:00 Noon (New York City time) at least three Business Days prior to the date of the
proposed Borrowing, (y) in the case of a proposed Borrowing comprised of LIBOR Advances to be
funded in Euros, 12:00 Noon (New York City time) at least four
Business Days prior to the date of the proposed Borrowing and


 


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(z) in the case of a proposed Borrowing comprised of Base Rate Advances, 4:00 P.M. (New York City time) at least two Business
Days prior to the date of the proposed Borrowing, by any Borrower to the Administrative Agent,
which shall give prompt notice thereof by telecopy to each Lender. Each such notice of a Borrowing
(a “Notice of Borrowing”) shall be by telecopy or by telephone, confirmed promptly in
writing. Each written Notice of Borrowing shall be substantially in the form of Exhibit B,
and each written and each telephonic Notice of Borrowing shall specify therein (i) the date of the
requested Borrowing, (ii) the Type of Advances comprising such Borrowing, (iii) the aggregate
amount of such Borrowing, (iv) the identity of the Borrower requesting such Borrowing, (v) in the
case of a Borrowing comprised of LIBOR Advances, whether such Advances are to be made in Dollars or
Euros and the initial Interest Period for each such Advance, provided that there shall not
at any time be more than a total of ten (10) Borrowings comprised of LIBOR Advances outstanding;
and (vi) the location and number of the account of the requesting Borrower to which funds are to be
disbursed. If no election as to the Type of Advances comprising a requested Borrowing is specified
in a Notice of Borrowing, then the requested Borrowing shall be comprised of Base Rate Advances.
If no Interest Period with respect to any requested Eurodollar Borrowing is specified in a Notice
of Borrowing, then the requesting Borrower shall be deemed to have selected an Interest Period of
one month’s duration. If no currency with respect to any requested Eurodollar Borrowing is
specified in a Notice of Borrowing, then the requesting Borrower shall be deemed to have requested
that the Advances comprising such Borrowing be made in Dollars. Promptly following receipt of a
Notice of Borrowing in accordance with this Section, the Administrative Agent shall advise each
Lender of the details thereof and of the amount of such Lender’s Advance to be made as part of the
requested Borrowing.





(b) On the proposed date of a Borrowing, each Lender shall, before 11:00 A.M. (New York
City time) with respect to Borrowings comprised of LIBOR Advances funded in U.S. Dollars,
before 2:00 P.M. (London time) with respect to LIBOR Advances funded in Euros and before
2:00 P.M. (New York City time) with respect to Borrowings comprised of Base Rate Advances,
make available for the account of its Applicable Lending Office to the Administrative Agent
at its Payment Office, in same day funds, such Lender’s Ratable Percentage of such
Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of
the applicable conditions set forth in Article III, the Administrative Agent will make such
funds available to the requesting Borrower by promptly crediting the amounts so received in
like funds to the account designated by such Borrower in the applicable Notice of Borrowing
or, if no such account is specified in such Notice of Borrowing, the Administrative Agent
will make such funds available to such Borrower at the Administrative Agent’s Payment
Office.




(c) Each Notice of Borrowing shall be irrevocable and binding on the requesting
Borrower. The requesting Borrower shall indemnify each Lender against any loss, cost or
expense incurred by such Lender as a result of any failure to fulfill on or before the date
specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth
in Article III, including any loss (excluding loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds acquired by
such Lender to fund the Advance to be made by such
Lender as part of such Borrowing when such Advance, as a result of such failure, is not
made on such date.


 


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(d) Unless the Administrative Agent shall have received notice from a Lender prior to
the date of any Borrowing that such Lender will not make available to the Administrative
Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume
that such Lender has made such portion available to the Administrative Agent on the date of
such Borrowing in accordance with subsection (b) of this Section 2.02 and the
Administrative Agent may, in reliance upon such assumption, make available to the requesting
Borrower on such date a corresponding amount. If and to the extent that such Lender shall
not have so made such ratable portion available to the Administrative Agent, such Lender and
such Borrower severally agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date such amount
is made available to such Borrower until the date such amount is repaid to the
Administrative Agent, at (i) in the case of such Borrower, the interest rate applicable at
the time to Advances comprising such Borrowing and (ii) in the case of such Lender, the
Federal Funds Rate. If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part
of such Borrowing for purposes of this Agreement. If such Borrower and such Lender shall
pay such interest to the Administrative Agent for the same or an overlapping period, the
Administrative Agent shall promptly remit to such Borrower the amount of such interest paid
by such Borrower for such period. Any payment by such Borrower shall be without prejudice
to any claim such Borrower may have against a Lender that shall have failed to make such
payment to the Administrative Agent.




(e) The failure of any Lender to make the Advance to be made by it as part of any
Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make
its Advance on the date of such Borrowing, but no Lender shall be responsible for the
failure of any other Lender to make the Advance to be made by such other Lender on the date
of any Borrowing.




(f) Any Lender may request that Advances made by it be evidenced by a Note in the
principal amount of such Lender’s Commitment. In such event, each Borrower shall prepare,
execute and deliver to each such Lender a Note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and substantially in
the form of Note attached hereto as Exhibit A-1 in the case of a Note to be made by
Pride and Exhibit A-2 in the case of a Note to be made by BVI Borrower. In
addition, if a Lender holding a Note increases its Commitment under Section 2.16
hereof, and such Lender requests a new Note evidencing such increased Commitment, each
Borrower shall prepare, execute and deliver to such Lender a replacement Note in exchange
for such Lender’s existing Note, payable to the order of such Lender (or, if requested by
such Lender, to such Lender and its registered assigns) and substantially in the form of
Note attached hereto as Exhibit A.


 


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Section 2.03 Fees. (a) Commitment Fee. Subject to Section
2.11(b)(i), Pride agrees to pay to the Administrative Agent for the account of each Lender a
commitment fee, which shall
accrue at the Applicable Commitment Fee Rate on the daily unused amount of such Lender’s
Commitment, from the date hereof, in the case of each Lender listed on the signature pages hereof,
and from the effective date specified in the Transfer Agreement pursuant to which it became a
Lender, in the case of each other Lender, until the Commitment Termination Date; provided
that, if such Lender continues to have any Revolving Credit Exposure after its Commitment
terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s
Revolving Credit Exposure from and including the date on which its Commitment terminates to but
excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued
commitment fees shall be payable quarterly in arrears on the 7th day of each January,
April, July and October, commencing October 7, 2010, on the Commitment Termination Date, and if the
immediately preceding proviso is applicable, on the date(s) the Lenders shall have no further
Revolving Credit Exposure. The commitment fee shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first day but excluding
the last day).




(b) Other Fees. Pride shall pay to the Administrative Agent and the Arrangers
such fees as may be separately agreed to by Pride and the Administrative Agent or the
Arrangers, as applicable, in writing.



Section 2.04 Repayments of Advances. (a) Each Borrower shall repay the principal of
all of the Advances and Demand Loans made to such Borrower on the Commitment Termination Date.
Additionally, if at any time the sum of (i) the Dollar Equivalent of the aggregate principal amount
of all Advances owed to any Lender plus (ii) such Lender’s Ratable Percentage of the Dollar
Equivalent of the aggregate outstanding Letter of Credit Liabilities exceeds such Lender’s
Commitment, each Borrower shall repay to the Lenders the Advances made to such Borrower in an
amount necessary so that no Lender is owed a Dollar Equivalent principal amount of Advances that
exceeds the sum of (y) such Lender’s Commitment minus (z) such Lender’s Ratable Percentage
of the Dollar Equivalent of the outstanding Letter of Credit Liabilities. If any Borrower
determines that any such payment is required, such Borrower shall notify the Administrative Agent
promptly, and shall make such payments within two Business Days of such determination of such
required payment and of the identity of the particular Advances being paid by such Borrower. If
the Administrative Agent shall notify Pride that the Administrative Agent has determined that any
payments are required under this Section 2.04, Pride and/or BVI Borrower shall make such
payments no later than the second Business Day following Pride’s receipt of such notice. Any
mandatory payment of Advances pursuant hereto shall not be limited by the notice provision for
prepayments set forth in Section 2.09.




(b) At the time of each payment pursuant to this Section 2.04, each Borrower
shall also pay accrued interest to the date of such payment on the principal amount paid by
such Borrower. If any Borrower pays any LIBOR Advance on any day other than the last day of
an Interest Period therefor, such Borrower shall compensate the Lenders pursuant to
Section 8.04(b). Each payment made by any Borrower pursuant to this Section
2.04 shall be applied ratably to all of the Advances and Demand Loans made to such
Borrower.


 


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(c) To the extent that any amount would be required hereunder to be paid and applied to
an Advance or a Demand Loan but for the fact that no Advance or Demand
Loan remains outstanding, the applicable Borrower will pay such amount (but not in
excess of the Dollar Equivalent of the amount of Letter of Credit Liabilities of such
Borrower at such time) and cause such amount to be deposited in a Collateral Account to be
applied against Letter of Credit Liabilities as they arise.



Section 2.05 Interest. Each Borrower shall pay interest on the unpaid principal
amount of each Advance made to such Borrower from the date of such Advance until such principal
amount shall be paid in full, at the following rates per annum:




(a) Base Rate Advances. During such periods as such Advance is a Base Rate
Advance, a rate per annum equal to the Alternative Base Rate in effect from time to time,
payable quarterly on the 7th day of each January, April, July and October during
such periods, on each other date provided herein and on the date such Base Rate Advance
shall be Converted.




(b) LIBOR Advances. During such periods as such Advance is a LIBOR Advance, a
rate per annum equal at all times during each Interest Period for such Advance to the sum of
the LIBO Rate for such Interest Period for such Advance plus the Applicable Margin
in effect from time to time, payable on the last day of such Interest Period, on each other
date provided herein and, if such Interest Period has a duration of more than three months,
on the day which occurs during such Interest Period three months from the first day of such
Interest Period.




(c) Default Interest. Each Borrower shall pay interest on (i) all principal of
any Advance made to such Borrower that is not paid when due (whether at stated maturity, by
acceleration or otherwise), payable in arrears on demand, at a rate per annum equal to 2%
per annum above the rate per annum required to be paid on such Advance pursuant to
Section 2.05(a) or 2.05(b), as the case may be, and (ii) to the fullest
extent permitted by law, the amount of any interest, commitment fee, Letter of Credit fee,
other fee or other amount payable hereunder, in each case to the extent payable by such
Borrower, that is not paid when due, from the date such amount shall be due until such
amount shall be paid in full, payable in arrears on the date such amount shall be paid in
full and on demand, at a rate per annum equal at all times to 2% per annum above the rate
per annum required to be paid on Base Rate Advances pursuant to Section 2.05(a).




(d) Interest Payment Currency. Payments of interest with respect to each
Advance or Demand Loan made hereunder shall be made in the same currency as such Advance or
Demand Loan.



Section 2.06 Additional Interest on LIBOR Advances. Each Borrower shall pay to each
Lender additional interest on the unpaid principal amount of each LIBOR Advance made to such
Borrower by such Lender, for each Interest Period with respect to such Advance, from the date of
such Advance until such principal amount is paid in full, at an interest rate per annum equal at
all times to the remainder obtained by subtracting (a) the LIBO Rate for such Interest Period for
such Advance from (b) the rate obtained by dividing such LIBO Rate by a percentage equal to 100%
minus the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period, payable on
each date on which interest is payable on such Advance. Such
additional interest shall be determined by


 


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such Lender and notified to the applicable Borrower through
the Administrative Agent. Each Lender requesting payment of additional interest pursuant to this
Section 2.06 shall deliver to the applicable Borrower and the Administrative Agent a
certificate as to the amount of such additional interest (setting forth in reasonable detail the
calculation thereof), and such certificate shall be conclusive and binding (absent manifest error)
for all purposes.




Section 2.07 Interest Rate Determination and Protection. (a) The Administrative
Agent shall determine the applicable rates of interest hereunder, and such determinations shall be
conclusive and binding absent manifest error.




(b) The Administrative Agent shall give prompt notice to the applicable Borrower and
the Lenders of the applicable interest rate determined by the Administrative Agent for
purposes of Section 2.05(b).




(c) If the Administrative Agent is unable to obtain timely information for determining
the LIBO Rate for any LIBOR Advance,




(i) the Administrative Agent shall forthwith notify Pride, the Lenders and, if
applicable, BVI Borrower that the interest rate cannot be determined for such LIBOR
Advance,




(ii) each such Advance will automatically, on the last day of the then existing
Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is
then a Base Rate Advance, will continue as a Base Rate Advance), and




(iii) the obligation of the Lenders to make, or to continue or to Convert
Advances into, LIBOR Advances shall be suspended until the Administrative Agent
shall notify Pride and the Lenders that the circumstances causing such suspension no
longer exist.




(d) If the Majority Lenders notify the Administrative Agent that either (A) the
applicable interest rate for any Interest Period for any LIBOR Advance will not adequately
reflect the cost to such Lenders of making, funding or maintaining their respective LIBOR
Advances for such Interest Period, or (B) Dollar deposits in the amounts of their respective
Advances for such Interest Period are not available to them in the London interbank market,
the Administrative Agent shall forthwith so notify Pride, the Lenders and, if applicable,
BVI Borrower, whereupon




(i) each such Advance will automatically, on the last day of the then existing
Interest Period therefor, Convert into a Base Rate Advance in U.S. Dollars (or, if
such Advance is then a Base Rate Advance, will continue as a Base Rate Advance in
U.S. Dollars), and




(ii) the obligation of the Lenders to fund Advances in Euro or to make,
continue or Convert Advances into LIBOR Advances shall be suspended
until the Administrative Agent shall notify Pride and the Lenders that the
circumstances causing such suspension no longer exist.


 


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(e) If any Borrower shall fail to select the duration of any Interest Period for any
LIBOR Advances made or to be made to such Borrower in accordance with the provisions
contained in the definition of “Interest Period” in Section 1.01, the Administrative
Agent will forthwith so notify such Borrower and the Lenders, and such Advances will
automatically have an Interest Period of one month.




(f) At the end of the relevant Interest Period following the date on which the Dollar
Equivalent of the aggregate unpaid principal amount of LIBOR Advances comprising any
Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000,
such LIBOR Advances shall automatically Convert into Base Rate Advances, and on and after
such date the right of the applicable Borrower to Convert such Advances into LIBOR Advances
shall terminate.



Section 2.08 Conversion of Advances; Continuation. (a) The applicable Borrower may
on any Business Day, upon notice given to the Administrative Agent not later than (x) in the case
of a Conversion of Base Rate Advances into LIBOR Advances funded in U.S. Dollars, 12:00 Noon (New
York City time) on the third Business Day prior to the date of the proposed Conversion (y) in the
case of a Conversion of Base Rate Advances into LIBOR Advances funded in Euros, 12:00 Noon (New
York City time) on the fourth Business Day prior to the date of the proposed Conversion and (z) in
the case of a Conversion of LIBOR Advances into Base Rate Advances, 4:00 P.M. (New York City time)
on the second Business Day prior to the date of the proposed Conversion, and subject to the
limitations in Section 2.02(a) as to the number of permitted Interest Periods and subject
to the provisions of Sections 2.07, 2.08(c) and 2.11, Convert all Advances
of one Type comprising the same Borrowing into Advances of the other Type; provided that
any Conversion of any LIBOR Advances shall be made on, and only on, the last day of an Interest
Period for such LIBOR Advances, and any Conversion of Base Rate Advances into LIBOR Advances shall
be in an amount equal to the Borrowing Minimum or an integral multiple of the Borrowing Multiple in
excess thereof. Each such notice of a Conversion shall, within the restrictions specified above,
specify (i) the date of such Conversion, (ii) the Advances to be Converted and (iii) if such
Conversion is into LIBOR Advances, (x) whether such Advances are to be in Dollars or Euros and (y)
the duration of the Interest Period for each such LIBOR Advance.




(b) The applicable Borrower may continue any LIBOR Advances comprising the same
Borrowing for an additional Interest Period that complies with the requirements set forth in
the definition herein of “Interest Period,” by giving notice of such Interest Period as set
forth in such definition, subject to the limitations in Section 2.02(a) as to the
number of permitted Interest Periods and subject to the provisions of Sections 2.07,
2.08(c) and 2.11.




(c) All Borrowings, Conversions and continuations under this Agreement shall be
effected in a manner that treats all Lenders ratably. Notwithstanding any other provision
hereof, during the continuance of any Event of Default (x) the Borrowers may not continue
any LIBOR Advance for an additional Interest Period or Convert any
Advance into a LIBOR Advance, (y) if an Event of Default exists on the last day of an
Interest Period for a LIBOR Advance, such Advance shall automatically Convert to a Base Rate
Advance on such day and (z) the obligation of the Lenders to fund Advances in Euros and to
make LIBOR Advances shall be suspended.


 


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Section 2.09 Optional Prepayments. Each Borrower may, (i) with respect to prepayments
of Borrowings comprised of LIBOR Advances made to such Borrower, upon notice by 10:00 A.M. (New
York City time) on the third Business Day prior to the date of the proposed prepayment and (ii)
with respect to prepayments of Borrowings comprised of Base Rate Advances made to such Borrower,
upon notice by 12:00 Noon (New York City time) on the second Business Day prior to the date of the
proposed prepayment, to the Administrative Agent stating the proposed date and aggregate principal
amount of the prepayment and the Types of Advances to be prepaid, and the specific Borrowing or
Borrowings to be prepaid in whole or in part, and if such notice is given, such Borrower shall
prepay the outstanding principal amounts of Advances made to such Borrower comprising part of the
same Borrowing in whole or ratably in part, together with accrued interest to the date of such
prepayment on the principal amount prepaid without premium or penalty; provided that each
partial prepayment shall be in an aggregate principal amount not less than the Borrowing Minimum
(or such lesser amount as needed to prepay such LIBOR Advances or Base Rate Advances in full), and
provided further that if any Borrower prepays any LIBOR Advance on any day other
than the last day of an Interest Period therefor, such Borrower shall compensate the Lenders
pursuant to Section 8.04(b).



Section 2.10 Increased Costs; Capital Adequacy, Etc. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or regulation by any
governmental authority, central bank or comparable agency charged with the interpretation or
administration thereof or (ii) the compliance with any guideline or request from any governmental
authority, central bank or comparable agency (whether or not having the force of law), there shall
be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining
LIBOR Advances made to any Borrower, then such Borrower shall from time to time, upon demand by
such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative
Agent for the account of such Lender additional amounts sufficient to compensate such Lender for
such increased cost.




(b) If any Lender shall have determined that, after the date hereof, the adoption of
any applicable law, rule or regulation regarding capital adequacy, or any change therein, or
any change in the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or administration thereof,
or compliance by any Lender (or its lending office) with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has the effect of increasing the amount of capital required or
expected to be maintained as a result of its Commitment hereunder or the existence of any
Letter of Credit, such Lender shall have the right to give prompt written notice and demand
for payment thereof to Pride with a copy to the Administrative Agent, although the failure
to give any such notice shall not release or diminish any of Pride’s obligations to pay
additional amounts pursuant to this Section 2.10(b), and Pride shall pay such
additional amounts; provided, however, for
purposes of this Agreement, the Dodd-Frank Wall Street Reform and Consumer Protection
Act and all requests, guidelines or directives in connection therewith are deemed to have
gone into effect and adopted after the date of this Agreement


 


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(c) Each Lender shall use commercially reasonable efforts (consistent with its
internal policies and legal and regulatory restrictions) to select a jurisdiction for its
Applicable Lending Office or change the jurisdiction of its Applicable Lending Office, as
the case may be, so as to avoid the imposition of any increased costs under this Section
2.10 or to eliminate the amount of any such increased cost which may thereafter accrue;
provided that no such selection or change of the jurisdiction for its Applicable
Lending Office shall be made if, in the reasonable judgment of such Lender, such selection
or change would be disadvantageous to such Lender.




(d) No Lender shall be entitled to recover increased costs pursuant to this Section
2.10 incurred or accruing more than 90 days prior to the date on which such Lender sent
to Pride written notice and demand for payment as specified in this Section 2.10.




(e) Without prejudice to the survival of any other agreement hereunder, the agreements
and obligations of the Borrowers contained in this Section 2.10 shall survive the
payment in full of all Obligations.



Section 2.11 Illegality and Defaulting Lenders. (a) Notwithstanding any other
provision of this Agreement, if the introduction of or any change in or in the interpretation of
any law or regulation shall make it unlawful, or any governmental authority, central bank or
comparable agency shall assert that it is unlawful (such unlawfulness or such assertion of
unlawfulness being an “Illegality Event”), (x) for any Lender or its Eurodollar Lending Office
(such Lender being an “Affected Lender”) (I) to perform its obligations hereunder to make
LIBOR Advances, or to continue to fund or maintain LIBOR Advances hereunder, or (II) to fund any
Advances in Euros, or (y) for any Issuing Bank to issue any Letter of Credit or to provide payment
under any Letter of Credit in Euros (such Issuing Bank being an “Affected Issuing Bank”),
then the following provisions shall apply:




(i) In the case of an Illegality Event described in clause (x)(I) above, on
notice thereof and demand therefor by the applicable Affected Lender to Pride
through the Administrative Agent, (a) the obligation of the Lenders to make,
continue or Convert Advances into LIBOR Advances shall be suspended until the time
set forth in the next succeeding sentence, and (b) the Borrowers shall forthwith
Convert all LIBOR Advances of all Lenders then outstanding into Base Rate Advances
in accordance with Section 2.08. The suspension of the obligations of the Lenders
to make, continue or Convert Advances into LIBOR Advances as set forth in the
preceding sentence shall terminate upon the earlier of (A) the withdrawal by each
Affected Lender of its notice and demand with respect to the Illegality Event
referenced in this Section 2.11(a)(i) and (B) the replacement by the Borrowers of
each Affected Lender pursuant to Section 2.17(a) hereof with an Eligible Assignee
that is not an Affected Lender. If an Illegality Event described in clause (x)(I)
above ceases to exist with respect to an


 


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Affected Lender that has given notice and demand with respect to such
Illegality Event pursuant to this Section 2.11(a)(i), such Lender shall promptly
withdraw such notice and demand by giving written notice of withdrawal to the
Administrative Agent and Pride. Upon termination of a suspension of the obligations
of the Lenders to make, continue or Convert Advances into LIBOR Advances as provided
in this Section 2.11(a)(i), the Administrative Agent shall notify each Lender of
such termination, and the Lenders shall thereupon again be obligated to make,
continue or Convert Advances into LIBOR Advances in accordance with and to the
extent provided in this Agreement;




(ii) In the case of an Illegality Event described in clause (x)(II) above, on
notice thereof and demand therefor by the applicable Affected Lender to Pride
through the Administrative Agent, the obligation of the Lenders to make Advances
denominated in Euros shall be suspended until the earlier of (A) the withdrawal by
each Affected Lender of its notice and demand with respect to such Illegality Event
and (B) the replacement by the Borrowers of each Affected Lender pursuant to Section
2.17(a) hereof with an Eligible Assignee that is not an Affected Lender. If an
Illegality Event described in clause (x)(II) above ceases to exist with respect to
an Affected Lender that has given notice and demand with respect to such Illegality
Event pursuant to this Section 2.11(a)(ii), such Lender shall promptly withdraw such
notice and demand by giving written notice of withdrawal to the Administrative Agent
and Pride. Upon termination of a suspension of the obligations of the Lenders to
make Advances denominated in Euros as provided in this Section 2.11(a)(ii), the
Administrative Agent shall notify each Lender of such termination, and the Lenders
shall thereupon again be obligated to make Advances denominated in Euros in
accordance with and to the extent provided in this Agreement; and




(iii) In the case of an Illegality Event described in clause (y) above, on
notice thereof and demand therefor by the applicable Affected Issuing Bank to Pride
through the Administrative Agent, the obligation of the Affected Issuing Bank to
issue Letters of Credit or to provide payment under any Letter of Credit in Euros,
as applicable, shall be suspended until the withdrawal by such Affected Issuing Bank
of its notice and demand with respect to such Illegality Event. If an Illegality
Event described in clause (y) above ceases to exist with respect to an Affected
Issuing Bank that has given notice and demand with respect to such Illegality Event
pursuant to this Section 2.11(a)(iii), such Issuing Bank shall promptly withdraw
such notice and demand by giving written notice of withdrawal to the Administrative
Agent and Pride. Upon termination of a suspension of the obligations of an Affected
Issuing Bank to issue Letters of Credit or to provide payment under any Letter of
Credit in Euros, as applicable, as provided in this Section 2.11(a)(iii), such
Issuing Bank shall thereupon again be obligated to issue Letters of Credit or to
provide payment under any Letter of Credit in Euros, as applicable, in accordance
with and to the extent provided in this Agreement.


 


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(b) Notwithstanding any provision of this Agreement to the contrary, if any Lender
becomes a Defaulting Lender, then the following provisions shall apply for so long as such
Defaulting Lender is a Defaulting Lender:




(i) If such Lender is a Defaulting Lender due to (A) its failure to fund any
Advance required to be funded by it hereunder, commitment fees shall cease to accrue
pursuant to Section 2.03(a) on the portion of such Lender’s Commitment equal
to the amount of such defaulted Advance, and (B) any other circumstance described in
the definition of Defaulting Lender, commitment fees shall cease to accrue pursuant
to Section 2.03(a) on the entire Commitment of such Lender (in each case,
without prejudice to the rights of the Lenders other than Defaulting Lenders in
respect of such fees).




(ii) The Commitment and outstanding Advances of such Defaulting Lender shall be
disregarded for all purposes of any determination of whether the requisite Lenders
have taken or may take any action hereunder (including any consent to any amendment
or waiver pursuant to Section 8.01); provided that any waiver,
amendment or modification requiring the consent of all Lenders or each affected
Lender which by its terms affects such Defaulting Lender differently than other
affected Lenders shall require the consent of such Defaulting Lender.




(iii) Subject to Section 2.17, no Commitment of any Lender shall be
increased or otherwise affected solely as a result of the operation of this
Section 2.11(b) and, except as otherwise expressly provided in this
Section 2.11(b), performance by the Borrowers of their obligations hereunder
and the other Credit Documents shall not be excused or otherwise modified solely as
a result of the existence of any Defaulting Lender or the operation of this
Section 2.11(b).




(iv) The rights and remedies against a Defaulting Lender under this Section
2.11(b) are in addition to other rights and remedies which the Administrative
Agent, any other Lender or the Borrowers may have against such Defaulting Lender.



Section 2.12 Payments and Computations. (a) The Borrowers shall make each payment
under any Credit Document not later than 4:00 P.M. (New York City time), or in the case of payment
in Euros, not later than 11:00 A.M. (New York City time), on the day when due to the Administrative
Agent at its Payment Office (or to an Issuing Bank, in the case of payments to an Issuing Bank
under Section 2.19) in same day funds, free and clear of any defenses, set-offs,
counterclaims, or withholdings or deductions for taxes as set forth in Section 2.13. The
Administrative Agent will promptly thereafter cause to be distributed (i) like funds relating to
the payment of principal of or interest on Advances, commitment fees or commissions on Letters of
Credit as contemplated by Section 2.19(b) ratably (other than amounts payable pursuant to
Section 2.06 or 2.17) to the Lenders (decreased, as to any Lender, for any taxes
withheld in respect of such Lender as contemplated by Section 2.13(b)) for the account of
their respective Applicable Lending Offices and (ii) like funds relating to the payment of any
other amount payable to any Lender to such Lender for the account of its Applicable Lending Office,
in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of
a Transfer


 


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Agreement and recording of the information contained therein in the Register pursuant
to Section 8.06(d), from and after the effective date specified in such Transfer Agreement,
the Administrative Agent shall make all payments hereunder and under the Notes in respect of the
interest assigned thereby to the Lender assignee thereunder, and the parties to such Transfer
Agreement shall make all appropriate adjustments in such payments for periods prior to such
effective date directly between themselves. At the time of each payment of any principal of or
interest on any Borrowing to the Administrative Agent, the applicable Borrower shall notify the
Administrative Agent of the Borrowing to which such payment shall apply. In the absence of such
notice, the Administrative Agent may specify the Borrowing to which such payment shall apply and
with respect to voluntary prepayments, will apply such payments first to Base Rate Advances and
second to LIBOR Advances (in the order of shortest to longest Interest Period). If a payment is
due in Euros and the applicable Borrower does not, or is unable for any reason to, effect payment
to the Lenders in Euros or if the applicable Borrower shall default in the payment when due of any
payment in Euros, the Lenders may, at their option, require such payment to be made to the Lenders
in Dollars in an amount equal to the Dollar Equivalent of the amount of Euros then due. With
respect to any amount due and payable in Euros by any Borrower, such Borrower agrees to hold the
Lenders harmless from any losses, if any, that are incurred by the Lenders arising from any change
in the value of Dollars in relation to Euros between the date such payment became due and the date
of payment thereof.





(b) All computations of interest based on the Alternative Base Rate (except during such
times as the Alternative Base Rate is determined pursuant to clause (ii) and (iii) of the
definition thereof) shall be made by the Administrative Agent on the basis of a year of 365
or 366 days, as the case may be, and all computations of commitment fees and of interest
based on the LIBO Rate, the Federal Funds Rate or, during such times as the Alternative Base
Rate is determined pursuant to clause (ii) or (iii) of the definition thereof, shall be made
by the Administrative Agent, and all computations of interest pursuant to Section
2.06 shall be made by a Lender, on the basis of a year of 360 days, in each case for the
actual number of days (including the first day but excluding the last day) occurring in the
period for which such interest or commitment fees are payable. Each determination by the
Administrative Agent (or, in the case of Section 2.06, by a Lender) of an interest
rate hereunder shall be conclusive and binding for all purposes, absent manifest error.




(c) Whenever any payment hereunder or under the Notes shall be stated to be due on a
day other than a Business Day, such payment shall be made on the next succeeding Business
Day, and such extension of time shall in such case be included in the computation of payment
of interest or commitment fees, as the case may be; provided that if such extension
would cause payment of interest on or principal of LIBOR Advances to be made in the next
following calendar month, such payment shall be made on the next preceding Business Day.




(d) Unless the Administrative Agent shall have received notice from any Borrower prior
to the date on which any payment is due from such Borrower to any Lender hereunder that such
Borrower will not make such payment in full, the Administrative Agent may assume that such
Borrower has made such payment in full to the Administrative Agent on such date and the
Administrative Agent may, in reliance upon such assumption, cause to be distributed to such Lender on such due date an


 


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amount
equal to the amount then due such Lender. If and to the extent such Borrower shall not have
so made such payment in full to the Administrative Agent, each Lender shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Lender together
with interest thereon, for each day from the date such amount is distributed to such Lender
until the date such Lender repays such amount to the Administrative Agent, at the Federal
Funds Rate.



Section 2.13 Taxes. (a) Any and all payments by the Borrowers hereunder or under the
other Credit Documents shall be made, in accordance with Section 2.12, free and clear of
and without deduction for any and all present or future taxes, levies, imposts, deductions,
charges, fees, duties or withholdings, and all liabilities with respect thereto, excluding,
in the case of each Lender and any other Lender Party, taxes imposed on its income, and franchise
taxes imposed on it, by the jurisdiction under the laws of which such Lender or Lender Party (as
the case may be) is organized or any political subdivision thereof and, in the case of each Lender,
taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such
Lender’s Applicable Lending Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, fees, duties, withholdings and liabilities being
hereinafter referred to as “Taxes”). If any Borrower shall be required by law to deduct
any Taxes from or in respect of any sum payable hereunder or under any other Credit Document to any
Lender or other Lender Party, (i) the sum payable by such Borrower shall be increased as may be
necessary so that after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.13) such Lender or other Lender Party (as the
case may be) receives an amount equal to the sum it would have received had no such deductions been
made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in accordance with applicable
law.




(b) Notwithstanding anything to the contrary contained in this Agreement, each of the
Borrowers and the Administrative Agent shall be entitled, to the extent it is required to do
so by law, to deduct or withhold income or other similar taxes imposed by the United States
of America from interest, fees or other amounts payable hereunder for the account of any
Lender Party (without the payment by the Borrowers of increased amounts to such Lender Party
pursuant to clause (a) above) other than a Lender Party (i) which is a domestic corporation
(as such term is defined in Section 7701 of the Code) for federal income tax purposes or
(ii) which has the Prescribed Forms on file with Pride and the Administrative Agent for the
applicable year, provided that if any Borrower shall so deduct or withhold any such
taxes, it shall provide a statement to the Administrative Agent and such Lender Party,
setting forth the amount of such taxes so deducted or withheld, the applicable rate and any
other information or documentation which such Lender Party may reasonably request for
assisting such Lender Party to obtain any allowable credits or deductions for the taxes so
deducted or withheld in the jurisdiction or jurisdictions in which such Lender is subject to
tax.




(c) In addition, each Borrower agrees to pay any present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies which arise from any
payment made by such Borrower hereunder or under any other Credit Document or from such
Borrower’s execution and delivery of, or the registration of, or
otherwise with respect to, this Agreement or the any other Credit Document (hereinafter
referred to as “Other Taxes”).


 


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(d) Except as otherwise provided by Section 2.13(b), each Borrower will
indemnify each Lender and each other Lender Party for the full amount of Taxes or Other
Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable
under this Section 2.13) paid by such Lender or other Lender Party (as the case may
be) attributable to payments made by such Borrower and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto except as a result of the
gross negligence or willful misconduct of such Lender or other Lender Party (as the case may
be), whether or not such Taxes or Other Taxes were correctly or legally asserted. This
indemnification shall be made within 30 days from the date such Lender or the other Lender
Party (as the case may be) makes written demand therefor. No Lender or other Lender Party
shall be indemnified for Taxes incurred or accrued more than 90 days prior to the date that
such Lender or other Lender Party notifies Pride thereof.




(e) Within 90 days after the date of any payment of Taxes by or at the direction of any
Borrower, such Borrower will furnish to the Administrative Agent, at its address referred to
in Section 8.02, (i) the original or a certified copy of a receipt evidencing
payment thereof, if the relevant taxing authority provides a receipt, or (ii) if the
relevant taxing authority does not provide a receipt, other reasonable evidence of the
payment thereof. Should any Lender or other Lender Party ever receive any refund, credit or
deduction from any taxing authority to which such Lender or other Lender Party would not be
entitled but for the payment by any Borrower of Taxes as required by this Section
2.13 (it being understood that the decision as to whether or not to claim, and if
claimed, as to the amount of any such refund, credit or deduction shall be made by such
Lender or other Lender Party, as the case may be, in its sole discretion), such Lender or
other Lender Party, as the case may be, thereupon shall repay to such Borrower an amount
with respect to such refund, credit or deduction equal to any net reduction in taxes
actually obtained by such Lender or other Lender Party, as the case may be, and determined
by such Lender or other Lender Party, as the case may be, to be attributable to such refund,
credit or deduction.




(f) Each Lender shall use commercially reasonable efforts (consistent with its internal
policies and legal and regulatory restrictions) to select a jurisdiction for its Applicable
Lending Office or change the jurisdiction of its Applicable Lending Office, as the case may
be, so as to avoid the imposition of any Taxes or to eliminate the amount of any such
additional amounts which may thereafter accrue; provided that no such selection or
change of the jurisdiction for its Applicable Lending Office shall be made if, in the
reasonable judgment of such Lender, such selection or change would be disadvantageous to
such Lender.




(g) Without prejudice to the survival of any other agreement hereunder, the agreements
and obligations of the Borrowers contained in this Section 2.13 shall survive the
payment in full of all Obligations but shall terminate thereafter at the end of six months
after the expiration of the applicable statute of limitations for assessment of
Taxes or Other Taxes against a Lender or Lender Party with respect to payments by the
Borrowers hereunder or under the other Credit Documents. Without prejudice to the survival
of any other agreement hereunder, the agreements and obligations of the Lender Parties
contained in this Section 2.13 shall survive the payment in full of all Obligations.


 


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Section 2.14 Sharing of Payments, Etc. (a) If any Lender (a “benefited
Lender”) shall at any time receive any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) on account of the principal of or interest on the
Advances owed to it (other than pursuant to Section 2.06 or 2.17) or participations
in Letter of Credit Liabilities (“Other Participations”) held by it (other than pursuant to
Section 2.06 or 2.17) in excess of its ratable share of payments on account of the
Advances or Other Participations, as the case may be, obtained by all Lenders, such benefited
Lender shall forthwith purchase from the other Lenders such participations in the Advances owed to
them or in their Other Participations, as the case may be, as shall be necessary to cause such
benefited Lender to share the excess payment ratably with each of them, provided that if
all or any portion of such excess payment is thereafter recovered from such benefited Lender, such
purchase from each Lender shall be rescinded and each such Lender shall repay to the benefited
Lender the purchase price to the extent of its ratable share (according to the proportion of (i)
the amount of the participation purchased from such Lender as a result of such excess payment to
(ii) the total amount of such excess payment) of such recovery together with an amount equal to
such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s
required repayment to (ii) the total amount so recovered from the benefited Lender) of any interest
or other amount paid or payable by the benefited Lender in respect of the total amount so
recovered.




(b) Each Credit Party agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 2.14 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of such Credit Party in
the amount of such participation.



Section 2.15 Ratable Reduction or Termination of the Commitments; Effect of
Termination. (a) Pride shall have the right at any time and from time to time, upon at least
three (3) Business Days’ prior and irrevocable written notice to the Administrative Agent, to
terminate in whole or reduce ratably in part the unused portions of the respective Commitments of
the Lenders, with any partial reduction (i) to be in an amount not less than $5,000,000 as
determined by Pride in integral multiples of $1,000,000 and (ii) as to the Commitments, to be
allocated ratably among the Lenders in proportion to their respective Commitments;
provided, that the Commitments may not be reduced to an amount less than the sum of the
Dollar Equivalent of the aggregate principal amount of outstanding Advances plus the Dollar
Equivalent of the aggregate amount of outstanding Letter of Credit Liabilities (after giving effect
to payments on such proposed termination or reduction date). The Administrative Agent shall give
prompt notice to each Lender of any such termination or reduction of the Commitments. Any
termination of Commitments pursuant to this Section 2.15 is permanent and may not be
reinstated.




(b) Upon and at all times after any Commitment of any Lender is terminated pursuant to
any provision of this Agreement, such Commitment shall be zero and such Lender shall have no
further obligation to make any Advances.


 


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Section 2.16 Increase of Commitments; Additional Lenders.




(a) From time to time, on or after the Effective Date, so long as no Default or Event
of Default has occurred and is continuing, or would occur as a result of a commitment
increase pursuant to this Section 2.16, on the applicable Commitment Increase
Effective Date, Pride may, upon written notice to the Administrative Agent, elect to
increase the Commitments in minimum increments of $10,000,000 up to a maximum aggregate
amount (after giving effect thereto) of $750,000,000. In no event shall the aggregate
Commitments of all Lenders exceed $750,000,000 at any time. At the time of sending such
notice with respect to any increase in the Commitments, Pride (in consultation with the
Administrative Agent) shall specify the proposed Commitment Increase Effective Date for such
increase in the Commitments.




(b) Pride may designate one or more banks or other financial institutions (which may
be, but need not be, one or more of the existing Lenders) which at the time agree to, in the
case of any such Person that is an existing Lender, increase its Commitment and, in the case
of any other such Person (an “Additional Lender”), become a party to this Agreement;
provided, however, (i) any bank or financial institution that is not an existing Lender must
be acceptable to the Administrative Agent and the Issuing Banks, which acceptance will not
be unreasonably withheld or delayed and (ii) the Commitment of each Additional Lender must
be at least $5,000,000. No Lender shall have any obligation whatsoever to agree to increase
its Commitment.




(c) An increase in the aggregate amount of the Commitments pursuant to this Section
2.16 shall become effective (the “Commitment Increase Effective Date”) upon (i)
receipt by the Administrative Agent of (x) a Joinder Agreement signed by the Borrowers, by
each Additional Lender and by each other Lender whose Commitment is to be increased, (y)
evidence of appropriate corporate authorization on the part of the Borrowers with respect to
the increase in the Commitments and (z) opinions of counsel for the Borrowers with respect
to the increase in the Commitments as the Administrative Agent may reasonably request and
(ii) satisfaction of the conditions set forth in Section 3.04. Promptly after any
Commitment Increase Effective Date, the Administrative Agent will provide the Lenders a copy
of Schedule II to the applicable Joinder Agreement listing the Commitments and Ratable
Percentages of each Lender after such Commitment Increase Effective Date.




(d) Upon the acceptance of any such Joinder Agreement by the Administrative Agent, the
Commitments shall automatically be increased by the amount of the Commitments added through
such Joinder Agreement and the Commitments of each Lender whose Commitment is being
increased set forth on Schedule I hereto shall automatically be deemed to be updated to
reflect the increased amount of such Lender’s Commitment after giving effect to such Joinder
Agreement.


 


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(e) Upon any increase in the aggregate amount of the Commitments pursuant to this
Section 2.16 that is not pro rata among all Lenders, (x) the Borrowers, the
Administrative Agent and the Lenders shall as of the effective date of such increase make
adjustments to the outstanding principal amount of Advances (but not any interest
accrued thereon or any accrued fees prior to such date), including, subject to the
conditions specified in Section 3.02, the borrowing of additional Advances hereunder
and the repayment of Advances plus all applicable accrued interest, fees and
expenses as shall be necessary to provide for Advances by the Lenders in proportion to their
respective Commitments after giving effect to such increase, together with any breakage fees
and funding losses that are required to be paid pursuant to Section 2.06 and
Section 2.10, and each Lender shall be deemed to have made an assignment of its
outstanding Advances and Commitments, and assumed outstanding Advances and Commitments of
other Lenders as of the effective date of such increase as may be necessary to effect the
foregoing, and (y) effective upon such increase, the amount of the unfunded participations
held by each Lender in each Letter of Credit then outstanding shall be adjusted such that,
after giving effect to such adjustments, the Lenders shall hold unfunded participations in
each such Letter of Credit in the proportion its respective Commitment bears to the
aggregate Commitments after giving effect to such increase.



Section 2.17 Replacement of Lender. (a) In the event that (i) any Lender demands
payment pursuant to Section 2.06, 2.10 or 2.13, (ii) any Lender becomes an
Affected Lender as set forth in Section 2.11, (iii) any Lender (a “Non-Consenting
Lender”) refuses to consent to an amendment, modification or waiver of this Agreement or any
other action that, pursuant to Section 8.01, requires consent of 100% of the Lenders (or
100% of the Lenders affected thereby) and the Supermajority Lenders have provided their consent to
such amendment, modification or waiver or other action, or (iv) any Lender shall become a
Defaulting Lender, the Borrowers shall have the right, (x) in the case of the circumstances
described in clauses (i) and (ii), within 30 days after the date of the giving by such Lender of
any notice or demand required or otherwise permitted to be given pursuant to Section 2.06,
2.10, 2.11 or 2.13, and (y) in the case of the circumstances described in
clauses (iii) and (iv), at any time such Lender is a Non-Consenting Lender or Defaulting Lender, as
applicable, in each case as long as no Event of Default or Default then exists, to replace such
Lender in accordance with the procedure set forth in Section 2.17(b); provided that
no such replacement shall be effected without (i) the prior written consent of the Issuing Banks
(such consent not to be unreasonably withheld) and (ii) in the case of the replacement of a Lender
that is an Issuing Bank, termination of all Letters of Credit issued by such Issuing Bank (or other
satisfaction of such Letters of Credit in a manner acceptable to the Issuing Bank) and, if there
are no other Issuing Banks at the time, the agreement of the replacement Lender to become an
Issuing Bank.




(b) If the Borrowers determine to replace a Lender pursuant to this Section
2.17, then the Borrowers will replace such Lender with an Eligible Assignee in
accordance with Section 8.06(a), (b) and (d), including execution by
such Eligible Assignee of an appropriate Transfer Agreement, provided that no Lender
or other Person shall have any obligation to increase its Commitment or otherwise to
replace, in whole or in part, any Lender and further provided that if such
Lender being replaced is a Non-Consenting Lender, each Eligible Assignee shall consent, at
the time of assignment, to each matter in respect of which such replaced Lender was a
Non-Consenting Lender and the Borrowers shall also replace each other Lender that is a
Non-Consenting Lender at such time with an Eligible Assignee as provided in this Section
2.17(b). Upon satisfaction of the requirements set forth in the first sentence of this
Section 2.17(b), payment to such Lender of all principal, interest and such Lender’s
share of accrued


 


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commitment fees and Letter of Credit commissions, in immediately available funds, and
the payment by the Borrowers of all requested costs accruing to the date of purchase which
the Borrowers are obligated to pay underSection 8.04 and all other amounts owed by
the Borrowers to such Lender, (i) such Lender being replaced shall execute such Transfer
Agreement and shall no longer constitute a “Lender” hereunder and all of its Commitments
shall be deemed terminated, except that its rights under Sections 2.06,
2.10, 2.13 and 8.04 shall continue with respect to events and
occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder,
and (ii) such Eligible Assignee shall constitute a “Lender” hereunder in accordance with
such Transfer Agreement (including assumption of the Commitment, if any, and other
obligations of the Lender being so replaced).



Section 2.18 Certificates of Lenders. Any Lender demanding or giving notice of
amounts due to such Lender under Section 2.10 or 2.13 shall, as part of each demand
or notice for payment required under such Section, deliver to Pride (with a copy to the
Administrative Agent) a certificate setting forth in reasonable detail the amount and basis of the
increased costs or additional amounts payable to such Lender hereunder, and such certificate shall
be conclusive and binding in the absence of manifest error.



Section 2.19 Letters of Credit. (a) Each Issuing Bank agrees, on the terms and
conditions herein set forth, to issue Letters of Credit for the account of any Borrower in support
of obligations of such Borrower or any of its Subsidiaries from time to time on any Business Day
during the period from the date hereof until one month before the Maturity Date; provided
that (i) at no time shall the Dollar Equivalent of the aggregate Letter of Credit Liabilities
exceed $100,000,000, nor shall any Lender that is an Issuing Bank have any obligation, without such
Lenders’ consent, to issue Letters of Credit that exceed, in the aggregate, the Dollar Equivalent
of $33,333,334, (ii) no Letter of Credit shall have a Stated Expiry Date later than the earlier of
one year from the date of its issuance and five (5) Business Days prior to the Maturity Date, and
(iii) at no time shall a Letter of Credit be issued if, after giving effect thereto, the Dollar
Equivalent of the aggregate outstanding amount of Advances plus the Dollar Equivalent of
the outstanding Letter of Credit Liabilities exceeds the Commitments. Each Letter of Credit shall
be issued on notice given by a Borrower to an Issuing Bank and the Administrative Agent (which
shall give to each Lender prompt notice thereof) not later than 12:00 Noon (New York City time) on
the third Business Day prior to the date of the issuance of the proposed Letter of Credit. Each
such notice of a Letter of Credit (a “Notice of Letter of Credit”) shall be by telecopier,
in substantially the form of Exhibit C, specifying therein the requested (i) date of
issuance of such Letter of Credit (which shall be a Business Day), (ii) amount of such Letter of
Credit and whether such amount is to be denominated in Dollars or Euros, (iii) expiration date of
such Letter of Credit, and (iv) purpose and terms of such Letter of Credit and other information
contemplated by Exhibit C. Additionally, if requested by an Issuing Bank, the applicable
Borrower shall execute and deliver to such Issuing Bank an application for letter of credit on such
Issuing Bank’s standard form or on another form agreed upon by such Borrower and such Issuing Bank.
Letters of Credit and any increases and extensions thereof hereunder may be issued in face amounts
of either Dollars or Euros. Each Issuing Bank may, at its option, issue any Letter of Credit on
behalf of BVI Borrower by causing any foreign or domestic branch or affiliate of such Issuing Bank
to issue such Letter of Credit; provided that any exercise of such option shall not affect
the obligation of
the Borrowers to repay all drawings and other amounts due under such Letter of Credit in
accordance with the terms of the Credit Documents.


 


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(b) With respect to each Letter of Credit issued by an Issuing Bank, the Borrower for
the account of which such Letter of Credit was issued agrees to pay (i) to such Issuing
Bank, for its sole account, a fronting fee in the amount agreed between such Issuing Bank
and such Borrower prior to delivery of the Notice of Letter of Credit on the maximum face
amount of such Letter of Credit and (ii) to the Administrative Agent a commission, computed
(on the basis of a year of 360 days for the actual number of days elapsed) at a rate per
annum equal to the Applicable Margin in effect from time to time, on the maximum face amount
of such Letter of Credit from the date of issuance of such Letter of Credit until the
Expiration Date for such Letter of Credit payable quarterly in arrears on the 7th
day of each January, April, July and October and on such Expiration Date (which commission
shall be shared ratably by all Lenders (including the Issuing Bank) based on their
respective Ratable Percentages). For any Letter of Credit issued with a face amount in
Euros, the fees shall be converted into Dollars using the applicable Exchange Rate in effect
on the day such fee shall be due and payable hereunder. Anything herein to the contrary
notwithstanding, during such period as a Lender is a Defaulting Lender, to the extent any
Borrower has provided Cash Collateral in respect of such Defaulting Lender’s unreallocated
obligations with respect to a Letter of Credit pursuant to Section 2.20(b) or
Section 2.21(b), such Defaulting Lender will not be entitled to any fees accruing
during such period pursuant to this Section 2.19(b) (without prejudice to the rights
of the Lenders other than Defaulting Lenders in respect of such fees), provided that (i) to
the extent that a portion of the Letter of Credit Liabilities of such Defaulting Lender is
reallocated to the Non-Defaulting Lenders pursuant to Section 2.20, such fees that
would have accrued for the benefit of such Defaulting Lender will instead accrue for the
benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their
respective portions of such reallocation, and (ii) to the extent any portion of such Letter
of Credit Liabilities cannot be so reallocated and have not been Cash Collateralized by any
Borrower, such fees will instead accrue for the benefit of and be payable to the applicable
Issuing Bank as its interests appear (and the pro rata payment provisions of Section
2.12 will automatically be deemed adjusted to reflect the provisions of this Section).
Additionally, the applicable Borrower agrees to pay to each Issuing Bank solely for such
Issuing Bank’s account, in connection with each Letter of Credit issued by such Issuing
Bank, customary issuance and administrative fees and expenses for such Letter of Credit as
agreed from time to time between such Issuing Bank and such Borrower.




(c) Each Borrower will immediately and unconditionally pay to each Issuing Bank upon
demand the amount of each payment made by such Issuing Bank under any Letter of Credit
issued by it for the account of such Borrower. If the applicable Borrower shall fail to pay
to such Issuing Bank the amount of any such payment immediately upon demand in accordance
with the terms of this Agreement, such payment shall immediately constitute, without
necessity of further act or evidence, a loan (a “Demand Loan”) made by such Issuing
Bank to such Borrower on the date of such payment in a principal amount equal to the Dollar
Equivalent of such payment and repayable upon demand, together with interest on the
principal amount of such Demand Loan remaining unpaid
from time to time, payable on demand and computed from the date such Demand Loan is
made as specified above to the date of repayment in full thereof, at a rate per annum equal
to the Alternative Base Rate in effect from time to time plus 2% per annum.


 


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(d) The obligations of the Borrowers under this Agreement and any other agreement or
instrument relating to any Letter of Credit shall be unconditional and irrevocable, and
shall be paid strictly in accordance with the terms of this Agreement and such other
agreement or instrument under all circumstances, including the following circumstances:




(i) any lack of validity or enforceability of this Agreement, any Letter of
Credit or any other agreement or instrument relating thereto (collectively, the
“L/C Related Documents”);




(ii) any change in the time, manner or place of payment of, or in any other
term of, all or any of the obligations of the applicable Borrower in respect of any
Letter of Credit or any other amendment or waiver of or any consent to departure
from all or any of the L/C Related Documents;




(iii) the existence of any claim, set-off, defense or other right that any
Borrower may have at any time against any beneficiary or transferee of any Letter of
Credit (or any Person for whom any such beneficiary or any such transferee may be
acting), the Issuing Bank or any other Person, whether in connection with this
Agreement, the transactions contemplated hereby or by the L/C Related Documents or
any other matter;




(iv) any statement or any other document presented under any Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect;




(v) payment by the Issuing Bank under any Letter of Credit against presentation
of a draft or document that does not comply with the terms of such Letter of Credit;
or




(vi) any exchange, release or non-perfection of any collateral for, or any
release or amendment or waiver of or consent to departure from any guarantee of, all
or any of the obligations of applicable Borrower in respect of any Letter of Credit.



However, this Section 2.19(d) shall not limit any right of the Borrowers to make a
claim against the Issuing Bank to the extent provided in Section 2.19(e).




(e) Each Borrower assumes all risks of the acts or omissions of any beneficiary or
transferee of any Letter of Credit issued for the account of such Borrower with respect to
the use of such Letter of Credit. Neither the Issuing Bank that issues any Letter of Credit
nor any branch, affiliate or correspondent bank of such Issuing Bank nor any of their
respective employees, agents, officers or directors shall be liable or responsible for: (a)
the use that may be made of any Letter of Credit issued by it or any acts


 


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or omissions of any beneficiary or transferee of any Letter of Credit issued by it
in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of
any endorsement thereon, even if such documents should prove to be invalid, insufficient,
fraudulent or forged; (c) payment by such Issuing Bank against presentation of documents
that do not strictly comply with the terms of the relevant Letter of Credit, including
failure of any documents to bear any reference or adequate reference to the relevant Letter
of Credit; or (d) any other circumstances whatsoever in making or failing to make payment
under any Letter of Credit issued by it; provided that, notwithstanding clauses (a)
through (d) of this sentence, each Borrower shall have a claim against any Issuing Bank that
issues a Letter of Credit for the account of such Borrower, and such Issuing Bank shall be
liable to such Borrower, to the extent of any direct, but not consequential or other,
damages suffered by such Borrower that such Borrower proves were caused by (i) such Issuing
Bank’s willful misconduct or gross negligence in determining whether documents presented
under such Letter of Credit issued by it comply with the terms of such Letter of Credit or
(ii) such Issuing Bank’s willful failure to make lawful payment under such Letter of Credit
issued by it after the presentation to it of a draft and documents strictly complying with
the terms and conditions of such Letter of Credit. In furtherance and not in limitation of
the foregoing, each Issuing Bank may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any notice or
information to the contrary.




(f) Upon the date of the issuance of a Letter of Credit, the Issuing Bank that issues
such Letter of Credit shall be deemed to have sold to each other Lender, and each other
Lender shall have been deemed to have purchased from such Issuing Bank, a ratable
participation in the related Letter of Credit Liabilities and all related Demand Loans equal
to such Lender’s Ratable Percentage at such date. Each Issuing Bank that issues a Letter of
Credit shall promptly notify each such participant Lender of each Letter of Credit issued or
increased by it, the amount of such Lender’s participation in such Letter of Credit and each
payment thereunder. Upon the making of any payment under a Letter of Credit issued by an
Issuing Bank, each Lender (other than such Issuing Bank) shall pay for the purchase of its
participation therein by immediate payment to such Issuing Bank of same day funds in the
amount of its participation in such payment.




(g) If any Lender becomes, and during the period it remains, a Defaulting Lender, if
any Letter of Credit is at the time outstanding, the applicable Issuing Bank may (except to
the extent the Commitments have been fully reallocated pursuant to Section 2.20), by
notice to Pride and such Defaulting Lender through the Administrative Agent, require the
Borrowers to provide Cash Collateral to such Issuing Bank in amount equal to the aggregate
amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender
in respect of such Letter of Credit, or to make other arrangements satisfactory to the
applicable Issuing Bank, in its sole discretion, to protect it against the risk of
non-payment by such Defaulting Lender of amounts in respect of such Letter of Credit.



Section 2.20 Reallocation of Defaulting Lender Commitment, Etc. If a Lender becomes,
and during the period it remains, a Defaulting Lender, the following provisions shall apply with
respect to such Defaulting Lender:


 


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(a) the Letter of Credit Liabilities of such Defaulting Lender will, subject to the
limitation in the proviso below, automatically be reallocated (effective on the day such
Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro
rata in accordance with their respective Commitments; provided that (i) each
Non-Defaulting Lender’s total Revolving Credit Exposure may not in any event exceed the
Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation, (ii)
such Letter of Credit Liabilities shall not be automatically reallocated at any time when an
Event of Default has occurred and is continuing and (iii) neither such reallocation nor any
payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of
any claim the Borrowers, the Administrative Agent, the Issuing Banks or any other Lender may
have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting
Lender;




(b) to the extent that any portion (the “Unreallocated Portion”) of the
Defaulting Lender’s Letter of Credit Liabilities cannot be so reallocated by reason of the
proviso to Section 2.20(a) above, Pride will, not later than three Business Days
after demand by the Administrative Agent (at the direction of the applicable Issuing Bank),
(i) Cash Collateralize the obligations of the Borrowers to the applicable Issuing Bank in
respect of such Letter of Credit Liabilities in an amount at least equal to the aggregate
amount of the Unreallocated Portion of such Letter of Credit Liabilities, or (ii) make other
arrangements satisfactory to the Administrative Agent and to the applicable Issuing Bank, in
their sole discretion, to protect them against the risk of non-payment by such Defaulting
Lender; and




(c) any amount paid by any Borrower for the account of a Defaulting Lender under this
Agreement (whether on account of principal, interest, fees, indemnity payments or other
amounts) will be applied by the Administrative Agent, to the fullest extent permitted by
law, to the making of payments from time to time in the following order of priority:
first to the payment of any amounts owing by such Defaulting Lender to the
Administrative Agent under this Agreement, second to the payment of any amounts
owing by such Defaulting Lender to the Issuing Banks under this Agreement, ratably among
them in accordance with such amounts owed, third to the payment of any amounts owing
by such Defaulting Lender to Non-Defaulting Lenders under this Agreement, ratably among them
in accordance with such amounts owed, and fourth, to pay amounts owing under this
Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise
direct; provided that, with respect to any application pursuant to this Section
2.20(c) of amounts received from BVI Borrower, such amounts shall be applied only on
account of principal, interest, fees, indemnity payments or other amounts owed by BVI
Borrower; and provided further that, upon making any payment to the
Administrative Agent or any Issuing Bank for the account of a Defaulting Lender, the
applicable Borrower’s obligation to pay such amount to such Defaulting Lender shall be fully
discharged and such Defaulting Lender shall have no recourse to any Credit Party for the
payment of such amount.


 


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Section 2.21 Right to Give Drawdown Notices. In furtherance of the foregoing, if any
Lender becomes, and during the period it remains, a Defaulting Lender each Issuing Bank is hereby
authorized by each Borrower (which authorization is irrevocable and coupled with an
interest) to give, in its discretion, through the Administrative Agent, Notices of Borrowing
pursuant to Section 2.02 in such amounts and at such times as may be required to (a)
reimburse an outstanding disbursement made with respect to a Letter of Credit issued by such
Issuing Bank on behalf of such Borrower that has not been reimbursed by such Borrower upon demand
pursuant to Section 2.19(c) or (b) Cash Collateralize the obligations of such Borrower in
respect of outstanding Letters of Credit issued by such Issuing Bank on behalf of such Borrower in
an amount equal to the aggregate amount of the obligations (contingent or otherwise) of such
Defaulting Lender in respect of such Letters of Credit (after giving effect to any reallocation
under Section 2.20(a)) if and to the extent the obligation to provide Cash Collateral
under Section 2.20(b) has not been satisfied.



Section 2.22 Termination of Defaulting Lender Commitment. Pride may terminate the
unused amount of the Commitment of a Defaulting Lender upon not less than three Business Days’
prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in
such event the provisions of Section 2.20(c) will apply to all amounts thereafter paid by
any Borrower for the account of such Defaulting Lender under this Agreement (whether on account of
principal, interest, fees, indemnity or other amounts), provided that such termination will
not be deemed to be a waiver or release of any claim the Borrowers, the Administrative Agent, the
Issuing Banks or any Lender may have against such Defaulting Lender.



ARTICLE III

CONDITIONS




Section 3.01 Initial Conditions Precedent. The obligation of any Issuing Bank to
issue the initial Letter of Credit and the obligation of each Lender to make its initial Advance
pursuant to the terms and conditions of this Agreement is subject to the condition precedent that
the Administrative Agent shall have received on or before the day of the initial Advance (or, if
earlier, the day of issuance of the initial Letter of Credit) the following, each dated on or
before such day, in form and substance reasonably satisfactory to the Administrative Agent (the
first day when all such conditions have been satisfied or waived is hereinafter referred to as the
“Effective Date”):




(a) Duly executed signature pages to this Agreement (including by facsimile or other
electronic means) in a sufficient number of signed counterparts as requested by the
Administrative Agent and any Notes requested pursuant to Section 2.02(f) prior to
the Effective Date.




(b) A certificate of the Secretary or an Assistant Secretary of each Borrower
certifying (i) the resolutions of the board of directors of such Borrower authorizing the
execution of each Credit Document to which such Borrower is a party, (ii) the charter,
bylaws or other applicable organizational documents of such Borrower and (iii) all other
documents evidencing any necessary company action and governmental, shareholder and
third-party consents, approvals and filings, if any, with respect to each such Credit
Document and the transactions thereunder.


 


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(c) A certificate of the Secretary or an Assistant Secretary of each Borrower
certifying the names and true signatures of the officers (or agents) authorized to sign each
Credit Document to be executed by it.




(d) An opinion of Baker Botts L.L.P., special counsel for Pride, and if applicable,
Guarantors, substantially in the form of Exhibit D, and an opinion of Maples and
Calder, special counsel for BVI Borrower, substantially in the form of Exhibit D-1.




(e) An opinion of the general counsel of Pride, and if applicable, Guarantors,
substantially in the form of Exhibit E.




(f) Certificates of existence, good standing and qualification with respect to the
Borrowers from appropriate public officials in the jurisdictions of organization of the
Borrowers.




(g) A certificate of an officer of each Borrower (i) certifying that the
representations and warranties made by such Borrower in each Credit Document are correct,
(ii) certifying as to the satisfaction of all conditions set forth in this Section
3.01 and (iii) with respect to the certificate for Pride, describing in reasonable
detail the insurance maintained by Pride and its Subsidiaries on the date hereof as required
by Section 5.01(c) and certifying that such insurance complies with Section
5.01(c) and is in full force and effect.




(h) Evidence of payment by the Borrowers of all fees and disbursements required to be
paid by the Borrowers on the date hereof.




(i) Evidence of the termination of the Existing Credit Facility and the commitments
thereunder and payment in full of all amounts owed thereunder (which termination and
repayment may be contemporaneous with the satisfaction of the conditions under this
Section 3.01 and the application of the proceeds of any Advances and the issuance of
any Letters of Credit that occur on the Effective Date).




(j) All documentation and other information that the Borrowers are required by bank
regulatory authorities to deliver to the Issuing Banks, the Lenders and the Administrative
Agent under applicable “know your customer” and anti-money laundering rules and regulations,
including Title III of the Patriot Act, that has been identified by the Issuing Banks, the
Lenders and the Administrative Agent and notified to the Borrowers prior to the Effective
Date.



Section 3.02 Additional Conditions Precedent to Each Advance. The obligation of each
Lender to make any Advance shall be subject to the additional conditions precedent that, on the
date of such Advance, the following statements shall be true (and each of the giving of the
applicable Notice of Borrowing and the acceptance by a Borrower of the proceeds of such Advance
shall constitute a representation and warranty by the Borrowers that on the date of such Advance
such statements are true):


 


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(i) The representations and warranties contained in Section 4.01 are
correct in all material respects on and as of the date of such Advance (other than
those representations and warranties that are subject to a materiality
qualifier, which shall be correct in all respects, and other than those
representations and warranties that expressly relate solely to a specific earlier
date and that remain correct in all material respects (other than those
representations and warranties that are subject to a materiality qualifier, which
shall be correct in all respects) as of such earlier date), before and after giving
effect to such Advance and the Borrowing of which such Advance is a part and to the
application of the proceeds therefrom, as though made on and as of such date,




(ii) The representations and warranties contained in each other Credit Document
are correct in all material respects on and as of the date of such Advance (other
than those representations and warranties that are subject to a materiality
qualifier, which shall be correct in all respects, and other than those
representations and warranties that expressly relate solely to a specific earlier
date and that remain correct in all material respects (other than those
representations and warranties that are subject to a materiality qualifier, which
shall be correct in all respects) as of such earlier date), before and after giving
effect to such Advance and the Borrowing of which such Advance is a part and to the
application of the proceeds therefrom, as though made on and as of such date, and




(iii) No event has occurred and is continuing, or would result from such
Advance or the Borrowing of which such Advance is a part or from the application of
the proceeds therefrom, which constitutes a Default or an Event of Default.



Section 3.03 Conditions Precedent to Each Letter of Credit. (a) The obligation of an
Issuing Bank to (x) issue each Letter of Credit, (y) extend the expiry date thereof, or (z)
increase the amount thereof, shall be subject to the additional conditions precedent that, on the
date of such issuance, extension or increase, as applicable, of such Letter of Credit, the
following statements shall be true (and each of the giving of the applicable Notice of Letter of
Credit or request for extension or increase, as applicable, and the acceptance by the applicable
Borrower of the issuance, extension or increase, as applicable, of such Letter of Credit shall
constitute a representation and warranty by the Borrowers that on the date of issuance, extension
or increase, as applicable, of such Letter of Credit such statements are true):




(i) The representations and warranties contained in Section 4.01 are
correct in all material respects on and as of such date (other than those
representations and warranties that are subject to a materiality qualifier, which
shall be correct in all respects, and other than those representations and
warranties that expressly relate solely to a specific earlier date and that remain
correct in all material respects (other than those representations and warranties
that are subject to a materiality qualifier, which shall be correct in all respects)
as of such earlier date), before and after giving effect to such issuance, as though
made on and as of such date,


 


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(ii) The representations and warranties contained in each other Credit Document
are correct in all material respects on and as of such date (other than
those representations and warranties that are subject to a materiality
qualifier, which shall be correct in all respects, and other than those
representations and warranties that expressly relate solely to a specific earlier
date and that remain correct in all material respects (other than those
representations and warranties that are subject to a materiality qualifier, which
shall be correct in all respects) as of such earlier date), before and after giving
effect to such issuance, as though made on and as of such date, and




(iii) No event has occurred and is continuing, or would result from the
issuance, extension or increase, as applicable, of such Letter of Credit, which
constitutes a Default or an Event of Default.




(b) In addition to the other conditions precedent herein set forth, if any Lender
becomes, and during the period it remains, a Defaulting Lender the Issuing Banks will not be
required to issue any Letter of Credit or to amend any outstanding Letter of Credit to
increase the face amount thereof or extend the expiry date thereof, unless any exposure that
would result therefrom as a result of such Defaulting Lender is eliminated or fully covered
by the Commitments of the Non-Defaulting Lenders (after giving effect to any reallocation
under Section 2.20(a)) or by Cash Collateralization or by making other arrangements
satisfactory to the applicable Issuing Bank to protect it against the risk of nonpayment by
such Defaulting Lender, or any combination of the foregoing.



Section 3.04 Conditions Precedent to Each Commitment Increase. The effectiveness of
each increase in the Commitments pursuant to Section 2.16 (each, a “Commitment Increase”)
shall be subject to the additional conditions precedent that, on the Commitment Increase Effective
Date with respect to such Commitment Increase, the following statements shall be true:




(i) The representations and warranties contained in Section 4.01 are
correct in all material respects on such Commitment Increase Effective Date (other
than those representations and warranties that are subject to a materiality
qualifier, which shall be correct in all respects, and other than those
representations and warranties that expressly relate solely to a specific earlier
date and that remain correct in all material respects (other than those
representations and warranties that are subject to a materiality qualifier, which
shall be correct in all respects) as of such earlier date), before and after giving
effect to such Commitment Increase, as though made on and as of such date,




(ii) The representations and warranties contained in each other Credit Document
are correct in all material respects on and as of such Commitment Increase Effective
Date (other than those representations and warranties that are subject to a
materiality qualifier, which shall be correct in all respects, and other than those
representations and warranties that expressly relate solely to a specific earlier
date and that remain correct in all material respects (other than those
representations and warranties that are subject to a materiality qualifier, which
shall be correct in all respects) as of such earlier date), before and after giving
effect to such Commitment Increase, as though made on and as of such date, and




(iii) No event has occurred and is continuing, or would result from such
Commitment Increase, which constitutes a Default or an Event of Default.


 


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Section 3.05 Determinations Under Article III. For purposes of determining compliance
with the conditions specified in this Article III, each Lender shall be deemed to have consented
to, approved and accepted and to be satisfied with each document or other matter required under
this Article III to be consented to or approved by or acceptable or satisfactory to the
Lenders or the Administrative Agent, unless both (i) an officer of the Administrative Agent
responsible for the transactions contemplated by this Agreement (and, in the case of a Letter of
Credit, an officer of the applicable Issuing Bank issuing such Letter of Credit responsible for the
transactions contemplated by this Agreement) shall have received written notice from such Lender
prior to such Advance, issuance of such Letter of Credit or Commitment increase specifying its
objection thereto and (ii) in the case of an Advance, such Lender shall not have made available to
the Administrative Agent any portion of such Advance.



ARTICLE IV

REPRESENTATIONS AND WARRANTIES




Section 4.01 Representations and Warranties. Pride represents and warrants, as to
itself and its Subsidiaries, and BVI Borrower represents and warrants as to itself only, as
follows:




(a) Corporate Organization. Pride is a corporation duly organized and validly
existing and in good standing under the laws of the State of Delaware. BVI Borrower is a
company validly formed, validly existing and in good standing under the laws of the British
Virgin Islands. Each Significant Subsidiary is duly organized or validly formed, validly
existing and (if applicable) in good standing in each case under the laws of its
jurisdiction of incorporation or formation, except where the failure to be so organized,
formed, existing or in good standing could not reasonably be expected, in the aggregate, to
result in a Material Adverse Effect. Each of the Borrowers and the Significant Subsidiaries
has all requisite powers required in each case to carry on its business as now conducted,
except where the failure to have such powers could not reasonably be expected, in the
aggregate, to result in a Material Adverse Effect.




(b) Power and Authority; Validity. The execution, delivery and performance by
(x) each Borrower of this Agreement, the Notes and each other Credit Document to which it is
or will be a party are within such Borrower’s corporate powers and have been duly authorized
by all necessary corporate action and (y) each other Credit Party of each other Credit
Document to which it is or will be a party are within such Credit Party’s corporate or other
organizational powers and have been duly authorized by all necessary corporate or other
organizational action. Each Credit Document has been duly executed and delivered by the
Borrowers or other Credit Party, as applicable. This Agreement and each other Credit
Document to which any Borrower or any other Credit Party is a party are legal, valid and
binding obligations of such Borrower or such other Credit Party, as applicable, enforceable
against it in accordance with their respective terms, except as the enforceability thereof
may be limited by the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights generally and by general principles
of equity.


 


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(c) Consents. All consents and approvals of, and filings and registrations
with, and all other actions of, all governmental agencies, authorities or instrumentalities,
or any other Person, required to have been obtained or made by the Credit Parties in order
to execute, deliver and perform the Credit Documents to which it is a party and, with
respect to the Borrowers, in order to obtain the Advances and Letters of Credit hereunder,
have been or will have been obtained or made and are or will be in full force and effect.




(d) No Violation. Neither the execution, delivery or performance by any Credit
Party of the Credit Documents to which it is a party nor compliance by it with the terms and
provisions thereof, nor the consummation by it of the transactions contemplated herein or
therein, will (i) contravene in any material respect any applicable provision of any law,
statute, rule or regulation, or any applicable order, writ, injunction or decree of any
court or governmental instrumentality, (ii) conflict with or result in any breach of any
term, covenant, condition or other provision of, or constitute a default under, or result in
the creation or imposition of (or the obligation to create or impose) any Lien other than
any Permitted Lien upon any of the property or assets of such Credit Party or any of its
Subsidiaries under, the terms of any material contractual obligation to which such Credit
Party or any of its Subsidiaries is a party or by which they or any of their properties or
assets are bound or to which they may be subject, or (iii) violate or conflict with any
provision of the memorandum of association and articles of association, charter, articles or
certificate of incorporation, partnership or limited liability company agreement, by-laws,
or other applicable governance documents of such Credit Party or any of its Subsidiaries.




(e) Financial Statements. The Consolidated balance sheet of Pride and its
Subsidiaries as of December 31, 2009, and the related Consolidated statements of income,
cash flows and changes in stockholders’ equity of Pride and its Subsidiaries for the Fiscal
Year then ended, copies of which have been furnished to each Lender, fairly present in all
material respects the Consolidated financial position of Pride and its Subsidiaries as at
such date and the Consolidated results of operations of Pride and its Subsidiaries for the
year ended on such date, all in accordance with GAAP. The unaudited Consolidated balance
sheet of Pride and its Subsidiaries as of March 31, 2010 and the related unaudited
Consolidated statements of income and cash flows for the three month period ended March 31,
2010, certified by a financial or accounting officer of Pride, copies of which have been
included in Pride’s Form 10-Q for the fiscal quarter ending March 31, 2010 (which has been
filed with the SEC prior to the Effective Date), fairly present in all material respects, in
conformity with GAAP except as otherwise expressly noted therein, the Consolidated financial
position of Pride and its Subsidiaries as of such date and the Consolidated results of
operations of Pride and its Subsidiaries for such period, subject to changes resulting from
audit and normal year-end adjustments.




(f) No Material Adverse Change. As of the Effective Date, since March 31, 2010
to the Effective Date, there has been no material adverse change in the business, assets,
operations, property or condition (financial or otherwise) of Pride and its Subsidiaries,
taken as a whole (other than any such change resulting from the FCPA Investigation or the
Brazilian Litigation), or the Borrowers’ ability to perform any of their payment obligations
under this Agreement or any other Credit Document.


 


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(g) Taxes. Pride and its Subsidiaries have filed or caused to be filed all
required United States federal income tax returns, and all other material tax returns that
are required to be filed by them, whether in the United States or in any foreign
jurisdiction, and have paid or provided for the payment, before the same become delinquent,
of all taxes, rates, assessments, fees, charges and levies due pursuant to such returns or
pursuant to any assessment received by Pride or any Subsidiary, other than those taxes,
rates, assessments, fees, charges or levies being contested in good faith by appropriate
proceedings, or which the failure to pay or delay in filing could not reasonably be expected
to have a Material Adverse Effect.




(h) Investment Company Act; Margin Regulations; Use of Proceeds. Neither Pride
nor any Subsidiary is an “investment company” or a company “controlled” by an “investment
company” as those terms are defined in, or subject to regulation under, the Investment
Company Act of 1940, as amended. Neither Pride nor any Subsidiary is engaged in the
business of extending credit for the purpose of purchasing or carrying margin stock (as
defined in Regulation U). The proceeds of the Advances and the Letters of Credit shall only
be used to refinance the amounts owing under the Existing Credit Facility, for investments,
acquisitions and capital expenditures, to repay and back-up commercial paper and for other
general corporate purposes of the Company and its Subsidiaries.




(i) No Default. No Default or Event of Default exists.




(j) Litigation. As of the Effective Date and any Commitment Increase Effective
Date, other than the FCPA Investigation and the Brazilian Litigation with respect to clause
(i) below, there is no action, suit or proceeding pending against Pride or any Subsidiary,
or to the knowledge of Pride or any Subsidiary, threatened against Pride or any Subsidiary,
before any court or arbitrator or any governmental body, agency or official, (i) as to which
there is a reasonable likelihood of an adverse decision that could reasonably be expected,
in the aggregate for all such actions, suits and proceedings, to result in a Material
Adverse Effect, or (ii) as to which there is a reasonable likelihood of an adverse decision
and which in any manner draws into question the legality, validity, binding effect or
enforceability of the Credit Agreement or any other Credit Document.




(k) ERISA. No Termination Event has occurred or is reasonably expected to
occur with respect to any Plan for which an Insufficiency in excess of $65,000,000 exists.
Neither the Borrowers nor any ERISA Affiliate has received any notification (or has
knowledge of any reason to expect) that any Multiemployer Plan is in reorganization or has
been terminated, within the meaning of Title IV of ERISA, for which a Withdrawal Liability
in excess of $65,000,000 exists.




(l) Environmental. Pride and each of its Subsidiaries are in compliance with
all applicable Environmental Laws, except to the extent that failure to comply with such
Environmental Laws could not reasonably be expected to result in a Material Adverse Effect.


 


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(m) Ownership of Property. Pride and its Subsidiaries have good and valid
title to or a valid leasehold interest in all their respective property necessary for the
conduct of their respective businesses, in each case free and clear of all Liens (except
Liens permitted hereby), except where the failure to have such title or leasehold interest
could not reasonably be expected, in the aggregate, to result in a Material Adverse Effect.
Neither Pride nor any Subsidiary has failed to obtain any license, permit, franchise,
consent, approval or other governmental authorization necessary to the ownership of any of
its properties or the conduct of its business, except such failures which could not
reasonably be expected, in the aggregate (in the event that such failure were asserted by
any Person through appropriate action), to result in a Material Adverse Effect.




(n) Intellectual Property. Pride and its Subsidiaries own or hold valid
licenses to use all the patents, trademarks, permits, service marks, and trade names that
are necessary to the operation of the business of Pride and its Subsidiaries as presently
conducted, except where the failure to own, or hold valid licenses to use, such patents,
trademarks, permits, service marks, and trade names could not reasonably be expected to have
a Material Adverse Effect.




(o) True and Complete Disclosure. None of the written reports, financial
statements, certificates, schedules or other written information (collectively, the
“Information”) furnished by Pride or any of its Subsidiaries to the Arrangers, the
Agents, the Issuing Banks or any Lender in connection with or pursuant to any Credit
Document or the preparation or negotiation of any Credit Document contained, as of the date
such Information was furnished (or, if such Information expressly related to a specific
date, as of such specific date), any material misstatement of fact or omitted to state, as
of the date such Information was furnished (or, if such Information expressly related to a
specific date, as of such specific date), a material fact or any fact necessary to make the
statements contained therein not materially misleading when taken as a whole in light of the
circumstances under which such statements were made, except for such Information, if any, as
has been updated, corrected, supplemented, superseded or modified pursuant to a written
correction or supplement furnished to the Lenders prior to the Effective Date;
provided that with respect to any financial projections, Pride and, to the extent
applicable, BVI Borrower, represent and warrant only that such projections have been
prepared in good faith based upon assumptions believed by Pride and, to the extent
applicable, BVI Borrower, to be reasonable at the time made and at the time the projections
are made available to any such Lender Party.




(p) Insurance. Pride and its Subsidiaries currently maintain, with responsible
and reputable insurance companies or associations (including captive insurance companies, or
through self insurance), insurance in such amounts, with such deductibles and covering such
risks as is customarily carried by companies engaged in similar businesses and owning
similar properties as Pride and its Significant Subsidiaries.




(q) Compliance with Law. Pride and its Subsidiaries are in compliance with all
Governmental Requirements applicable to them or to their properties, except for (a)
Governmental Requirements that are being contested in good faith by appropriate proceedings
diligently conducted, (b) conduct being investigated in the FCPA
Investigation or (c) instances in which the failure to comply therewith, either
individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.


 


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(r) Existing Debt. Schedule 4.01(r) contains a complete and accurate
list of all Debt (other than the Debt permitted by clauses (i), (iii) through (ix) and (xii)
of Section 5.02(d)) outstanding as of the Effective Date and any Commitment Increase
Effective Date, with respect to Pride and its Subsidiaries, in each case in a principal
amount of $25,000,000 or more, in each case showing the aggregate principal amount thereof,
the name of the respective borrower and any other entity which directly or indirectly
guaranteed such Debt, and the scheduled payments of such Debt. For purposes of maintaining
the accuracy of this representation and warranty after the Effective Date, the Borrowers are
permitted to update Schedule 4.01(r) on any Commitment Increase Effective Date.




(s) Existing Liens. Schedule 4.01(s) contains a complete and accurate
list of all Liens (other than the Liens permitted by clauses (ii) through (xxi) of Section
5.02(c)) outstanding as of the Effective Date and any Commitment Increase Effective Date,
with respect to Pride and its Subsidiaries where the Debt or other obligations secured by
such Lien is in a principal amount of $25,000,000 or more, in each case showing the name of
the Person whose assets are subject to such Lien, the aggregate principal amount of the Debt
secured thereby, and a description of the agreements or other instruments creating,
granting, or otherwise giving rise to such Lien. For purposes of maintaining the accuracy
of this representation and warranty after the Effective Date, the Borrowers are permitted to
update Schedule 4.01(s) on any Commitment Increase Effective Date.



ARTICLE V

COVENANTS




Section 5.01 Affirmative Covenants. Pride covenants and agrees that, so long as any
Advance shall remain unpaid, any Letter of Credit or Obligation shall remain outstanding or any
Lender shall have any Commitment hereunder, Pride will:




(a) Reporting Requirements. Furnish to the Administrative Agent:




(i) as soon as available and in any event within 45 days after the end of each
of the first three quarters of each Fiscal Year of Pride, the Consolidated balance
sheets of Pride and its Subsidiaries as of the end of such quarter, and the
Consolidated statements of income, cash flows and changes in stockholders’ equity of
Pride and its Subsidiaries for the period commencing at the end of the previous
Fiscal Year and ending with the end of such quarter, setting forth, in comparative
form, the corresponding figures for the corresponding period of the preceding Fiscal
Year, all in reasonable detail and duly certified by a financial officer of Pride as
having been prepared in accordance with GAAP, except for the absence of footnotes,
and as fairly presenting in all material respects the Consolidated financial
position and results of operations of Pride and its Subsidiaries as of the end of
such quarter and for such periods, subject, however, to year-end


 


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audit adjustments,
together with a certificate of such officer showing in detail the calculations of the financial covenants set forth in Sections
5.02(a) and 5.02(b) for the four quarter period ending at the end of
such quarter and as at the end of such quarter, respectively (provided that the
requirements of this Section 5.01(a)(i) with respect to the delivery of
financial statements shall be deemed satisfied by publicly filing Pride’s Form 10-Q
for such fiscal quarter with the SEC, and such financial statements shall be deemed
to have been delivered to the Administrative Agent under this Section
5.01(a)(i) on the date such Form 10-Q has been posted on the SEC website
accessible through http://www.sec.gov/edgar/searchedgar/webusers.htm or such
successor webpage of the SEC thereto);




(ii) as soon as available and in any event not later than 90 days after the end
of each Fiscal Year of Pride, copies of the Consolidated balance sheets of Pride and
its Subsidiaries as of the end of such Fiscal Year, and Consolidated statements of
income, cash flows and changes in stockholders’ equity of Pride and its Subsidiaries
for such Fiscal Year, all certified by KPMG LLP or other independent certified
public accountants of recognized national standing, together with a certificate of a
financial officer of Pride showing in detail the calculations of the financial
covenants set forth in Sections 5.02(a) and 5.02(b) for the four
quarter period ending at the end of such year and as of the end of such year,
respectively (provided that the requirements of this Section 5.01(a)(ii)
with respect to the delivery of financial statements shall be deemed satisfied by
publicly filing Pride’s Form 10-K for such Fiscal Year with the SEC, and such
financial statements shall be deemed to have been delivered to the Administrative
Agent under this Section 5.01(a)(ii) on the date such Form 10-K has been
posted on the SEC website accessible through
http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of the
SEC thereto);




(iii) promptly after the sending or filing thereof, copies of all material
reports which Pride or any Subsidiary sends to the holders of its Equity Interests
or public debt as such, and copies of all reports and registration statements which
Pride or any Subsidiary files with the SEC or with any national securities exchange
(provided that the requirements of this Section 5.01(a)(iii) shall be deemed
satisfied by publicly filing such documents with the SEC, and such documents shall
be deemed to have been delivered to the Administrative Agent under this Section
5.01(a)(iii) on the date such documents have been posted on the SEC website
accessible through http://www.sec.gov/edgar/searchedgar/webusers.htm or such
successor webpage of the SEC thereto);




(iv) promptly upon the receipt thereof by Pride or any Subsidiary, a copy of
any written notice, complaint, request for information under any Environmental Law,
summons or citation received from the EPA, or any other domestic or foreign
governmental agency or instrumentality, federal, state or local, in any way
concerning any action or omission on the part of Pride or any of its present or
former Subsidiaries in connection with Hazardous Materials or the
Environment if the amount involved could reasonably be expected to result in a
liability of Pride or any Subsidiary in excess of $65,000,000 in the aggregate;


 


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(v) promptly after any Responsible Officer obtains knowledge thereof, (a)
written notice in reasonable detail of any of the following that, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect: (i)
any violation of, noncompliance with, or remedial obligations under, any
Environmental Law, (ii) any release or threatened release of Hazardous Materials
affecting any property owned, leased or operated by Pride or any Subsidiary, (iii)
the institution of any litigation or other proceeding or any adverse development in
any such litigation or other proceeding or (iv) the institution of any investigation
regarding taxes of Pride or any Subsidiary or the assertion of any tax claim against
Pride or any Subsidiary, and (b) written notice in reasonable detail of any
condition or event that could reasonably be expected to result in a Material Adverse
Effect;




(vi) as soon as possible and in any event within five days after any
Responsible Officer having obtained knowledge thereof, notice of the occurrence of
any Event of Default or any Default, and a statement of a Responsible Officer of
Pride setting forth the details of such Event of Default or Default and the action
which Pride has taken and proposes to take with respect thereto;




(vii) as soon as possible and in any event (a) within thirty Business Days
after a Responsible Officer knows that any Termination Event described in clause (a)
of the definition of Termination Event with respect to any Plan for which an
Insufficiency in excess of $65,000,000 exists, has occurred and (b) within ten
Business Days after a Borrower or any ERISA Affiliate knows or has reason to know
that any other Termination Event with respect to any Plan for which an Insufficiency
in excess of $65,000,000 exists, has occurred, a statement of the chief financial
officer or chief accounting officer of Pride describing such Termination Event and
the action, if any, which the Borrowers or such ERISA Affiliate proposes to take
with respect thereto;




(viii) promptly and in any event within five Business Days after receipt
thereof by Pride or any ERISA Affiliate, copies of each notice received by Pride or
any ERISA Affiliate from the PBGC stating its intention to terminate any Plan for
which an Insufficiency in excess of $65,000,000 exists or to have a trustee
appointed to administer any Plan for which an Insufficiency in excess of $65,000,000
exists;




(ix) promptly and in any event within ten Business Days after receipt thereof
by Pride or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of
each notice received by Pride or any ERISA Affiliate indicating liability in excess
of $65,000,000 incurred or expected to be incurred by Pride or any ERISA Affiliate
in connection with (a) the imposition of a Withdrawal Liability by a Multiemployer
Plan, (b) the determination that a Multiemployer Plan is, or is expected to be, in
reorganization within the meaning of Title IV of
ERISA, or (c) the termination of a Multiemployer Plan within the meaning of
Title IV of ERISA;


 


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(x) promptly upon receipt thereof and following such time as the appropriate
officers of Pride shall have had reasonable time to respond thereto, a copy of each
formal report or “management letter” submitted to Pride or any Subsidiary by its
independent accountants in connection with any annual, interim or special audit made
by it of the books of Pride or any Subsidiary; and




(xi) such other information respecting the business, condition or operations,
financial or otherwise, of Pride, any Subsidiary or any SPV as any Lender through
the Administrative Agent may from time to time reasonably request.




(b) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to
comply, with all applicable laws, rules, regulations and orders (including ERISA and
Environmental Laws), except to the extent that noncompliance therewith could not reasonably
be expected to result in a Material Adverse Effect.




(c) Maintenance of Insurance; Contractual Indemnity.




(i) Maintain, and cause each of its Subsidiaries to maintain, with responsible
and reputable insurance companies or associations, including captive insurance
companies, or through self-insurance, insurance in such amounts, with such
deductibles and covering such risks as is customarily carried by companies engaged
in similar businesses and owning similar properties as Pride and its Significant
Subsidiaries, and that reflects customary industry practices for companies engaged
in similar businesses and owning similar properties as Pride and its Significant
Subsidiaries (as such customary industry practices may change from time to time),
with updates and additional coverage to reflect any changes in Governmental
Requirements or industry practices from time to time, including without limitation
in connection with deepwater operations; provided that:




(A) such insurance must include (1) customary protection and indemnity
coverage (or equivalent), which shall include both primary and excess
liability coverage (which primary and excess liability coverage shall insure
against losses from sudden and accidental pollution) and (2) hull and
machinery coverage for all material rig assets, which hull and machinery
coverage shall provide for insured values of not less than the net book
value of any such material rig assets as reported in the most recent
financial statements delivered under Section 5.01(a)(i) or
5.01(a)(ii); and




(B) self-insurance must be reasonable and prudent considering Pride’s
and its Subsidiaries’ business, properties and loss history, Governmental
Requirements and industry practices (including without
limitation those in connection with deepwater operations), in each case
as they may change from time to time.


 


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(ii) Pride and its Subsidiaries shall use commercially reasonable efforts to
obtain indemnification provisions in each material drilling contract entered into or
amended, supplemented or otherwise modified by any such Person after the Effective
Date pursuant to which Pride and its Affiliates are indemnified against liabilities
(other than (x) liabilities fully covered by insurance that satisfies the
requirements set forth in this Section 5.01(c)(i) and (y) other liabilities
that do not satisfy the immediately preceding clause (x) and that do not exceed, in
the aggregate, the threshold set forth on Schedule 5.01(c) attached hereto)
arising out of contamination or pollution (other than the discharge or release of
pollutants from a rig or vessel or originating on or above the surface of the
water), regardless of fault, except when caused by Pride or such Affiliate’s gross
negligence or willful misconduct; provided that if such indemnification
provisions are not obtained in any such contract, Pride shall provide prompt written
notice to Administrative Agent thereof.




(d) Preservation of Existence, Etc. Except as permitted by Section
5.02(e), preserve and maintain, and cause each of its Significant Subsidiaries to
preserve and maintain, its legal existence, rights (charter, if applicable, and statutory),
franchises, permits, licenses and approvals and qualify and remain qualified, and cause each
Significant Subsidiary to qualify and remain qualified, as a foreign corporation or other
entity in each jurisdiction in which qualification is legally required; provided,
that this Section 5.01(d) shall not require Pride or any Significant Subsidiary to
preserve or maintain any legal existence (other than that of Pride and BVI Borrower), right,
franchise, permit, license, approval or qualification if Pride or such Significant
Subsidiary shall determine that (i) the preservation and maintenance thereof is no longer
desirable in the conduct of the business of Pride or such Significant Subsidiary, and that
the loss thereof is not disadvantageous in any material respect to the Lenders, or (ii) the
failure to maintain and preserve the same could not reasonably be expected, in the
aggregate, to result in a Material Adverse Effect. Upon receipt of a written request
therefor from Pride, the Administrative Agent will execute and deliver, at the Borrowers’
expense, all documents as may reasonably be requested to effect a release of a Guarantor
that ceases to exist in accordance with this Section 5.01(d) or Section
5.02(e).




(e) Visitation Rights. At any reasonable time and from time to time, permit
(i) the Administrative Agent or any of the Lenders or any agents or representatives thereof
to visit and inspect the properties of Pride or any Subsidiary, and (ii) the Administrative
Agent to examine and make copies of the records and books of account of Pride or any
Subsidiary, and to discuss the affairs, finances and accounts of Pride or any Subsidiary
with, and be advised as to the same by, any Responsible Officer of Pride.


 


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(f) Maintenance of Properties. Maintain, and cause each Significant Subsidiary
to maintain, in good repair, working order and condition (but subject to reasonable wear and
tear in the ordinary course of business), all property necessary to the proper conduct of
the business of Pride and its Significant Subsidiaries, and from time to
time make or cause to be made all appropriate repairs, renewals and replacements
thereof in all material respects, except to the extent that the failure to so maintain such
property or the failure to make or cause to be made such repairs, renewals or replacements
could not reasonably be expected to result in a Material Adverse Effect; provided
that this Section 5.01(f) shall not apply to property that is lost or damaged in
connection with a casualty event or is subjected to a condemnation or other taking.




(g) Operation of Business. Operate, and cause each Subsidiary to operate, its
business and properties prudently in all material respects in accordance with industry
standards (including in respect of safety and Environmental matters) and in accordance with
all insurance requirements, except where the failure to so operate could not reasonably be
expected to result in a Material Adverse Effect




(h) Business. Remain, and cause each Subsidiary to remain, primarily engaged
in (a) the contract drilling business, (b) the provision of services to the energy industry,
(c) other existing businesses described in current SEC filings and/or (d) businesses
related, ancillary or complementary to the business of Pride and its Subsidiaries on the
date hereof.




(i) Books and Records. Maintain, and cause each Subsidiary and SPV to
maintain, a system of accounting in such manner as will enable preparation of financial
statements in accordance with GAAP.




(j) Taxes. Duly pay and discharge and cause each of its Subsidiaries to duly
pay and discharge all Taxes upon or against it or its properties within ninety (90) days
after becoming due or, if later, prior to the date on which penalties are imposed for such
unpaid Taxes, unless and to the extent that (i) the same is being contested in good faith
and by appropriate proceedings and reserves have been established in conformity with GAAP,
or (ii) the failure to effect such payment or discharge or any delay in filing could not
reasonably be expected to have a Material Adverse Effect.




(k) Subsidiary Guarantees. Concurrently with the execution by a Guarantor of a
Guaranty, cause such Guarantor to deliver to the Administrative Agent legal opinions from
counsel reasonably acceptable to the Administrative Agent covering the types of matters
covered in Exhibits D and E, certificates of the type referred to in
Sections 3.01(b), 3.01(c) and 3.01(f) in respect of such Guarantor
and other documents reasonably requested by the Administrative Agent, all of which shall be
in the form and substance reasonably satisfactory to the Administrative Agent.




(l) Further Assurances. At any time and from time to time, at the Borrowers’
expense, promptly execute and deliver, and cause each Subsidiary to execute and deliver, to
the Administrative Agent such further instruments and documents, and take such further
action, as the Majority Lenders may from time to time reasonably request, in order to
further carry out the intent and purpose of the Credit Documents and to establish and
protect the rights, interests and remedies created, or intended to be created, in favor of
the Administrative Agent or any of the Lenders.


 


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Section 5.02 Negative Covenants. Pride covenants and agrees that, so long as any
Advance shall remain unpaid, any Letter of Credit or Obligation shall remain outstanding or any
Lender shall have any Commitment hereunder:




(a) Interest Coverage Ratio. Pride will not permit the Interest Coverage Ratio
as of the end of any fiscal quarter to be less than 2.50 to 1.00 for any period of four
consecutive fiscal quarters of Pride ending after the date hereof; provided that the
covenant set forth in this Section 5.02(a) shall terminate and cease to be of further force
and effect from and after the first date on which (i) no Default or Event of Default shall
have occurred and be continuing, (ii) the corporate credit rating assigned to Pride by S&P
is BBB- or higher (without negative outlook or negative watch), and (iii) the corporate
credit rating assigned to Pride by Moody’s is Baa3 or higher (without negative outlook or
review for downgrade).




(b) Consolidated Debt to Total Tangible Capitalization Ratio. Pride will not
permit the Consolidated Debt to Total Tangible Capitalization Ratio as of the end of any
fiscal quarter of Pride to exceed 50.0%.




(c) Liens. Pride will not create, assume, incur or suffer to exist or permit
any Subsidiary to create, assume, incur or suffer to exist, any Lien on or in respect of any
property of Pride or any Subsidiary, except that Pride and any Subsidiary may create, incur,
assume or suffer to exist the following (collectively, the “Permitted Liens”):




(i) Liens existing on the Effective Date (each such Lien, to the extent it
secures Debt or other obligations in an aggregate amount of $25,000,000 or more,
being described on Schedule 4.01(s) attached hereto);




(ii) Liens on the Equity Interests or assets of SPV’s;




(iii) Liens securing interest rate or foreign exchange hedging obligations
(regardless of whether such hedging obligations are subject to hedge accounting),
incurred in the ordinary course of business and not for speculative purposes;




(iv) Liens to secure Debt incurred for the purpose of financing all or a part
of the purchase price or construction cost of property (including the cost of
upgrading, refurbishing, renovating or repairing drilling rigs, drillships and other
vessels and platforms) if in the case of all such Liens, (A) such Liens secure Debt
otherwise permitted, (B) the principal amount of the Debt secured by such Liens does
not exceed the cost of the property so acquired, constructed, upgraded, refurbished,
renovated or repaired plus transaction costs related thereto, (C) such Liens do not
encumber any other property (other than the proceeds (including, without limitation,
proceeds from associated contracts and insurances) of, improvements, accessions and
upgrades to, and related contracts, intangibles and other assets incidental to or
arising from, the property so acquired, constructed, upgraded, refurbished,
renovated or repaired and the capital stock of Subsidiaries that own, whether


 


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directly or indirectly, only the property so acquired,
 constructed, upgraded, refurbished, renovated or repaired and related
property), (D) such Liens attach no later than 12 months after the latest of (x)
commencement of commercial operation of the property so acquired, constructed,
upgraded, refurbished, renovated or repaired, (y) completion of the construction,
upgrade, refurbishment, renovation or repair of such property and (z) the
acquisition of such property and (E) the aggregate principal amount of the Debt
secured by the Liens granted pursuant to this clause (iv) may not exceed, at any
time, ten percent (10.0%) of Consolidated Tangible Net Worth;




(v) Liens created by capital leases, provided that such Liens attach only to
the property leased pursuant thereto and proceeds (including, without limitation,
proceeds from associated contracts and insurances) of, and improvements, accessions
and upgrades to, the property leased pursuant thereto;




(vi) Liens arising in the ordinary course of business by operation of law,
deposits, pledges or other Liens in connection with workers’ compensation,
unemployment insurance, old age benefits, social security obligations, taxes,
assessments, public or statutory obligations or other similar charges, good faith
deposits, pledges or other liens in connection with (or to obtain letters of credit
in connection with) bids, performance, return-of-money or payment bonds, contracts
or leases to which Pride or its Subsidiaries are party or other deposits required to
be made in the ordinary course of business; provided that in each case the
obligation secured is not for Debt for borrowed money and is not overdue or, if
overdue, is being contested in good faith by appropriate proceedings and reserves in
conformity with GAAP have been provided therefor;




(vii) mechanics’, workmen’s, materialmen’s, landlords’, carriers’, maritime or
other similar Liens arising in the ordinary course of business (or deposits to
obtain the release of such Liens) related to obligations not overdue for more than
thirty (30) days if such Liens arise with respect to domestic assets and for more
than ninety (90) days if such Liens arise with respect to foreign assets, or, if so
overdue, that are being contested in good faith by appropriate proceedings and
reserves in conformity with GAAP have been provided therefor, or if such Liens
otherwise could not reasonably be expected to have Material Adverse Effect;




(viii) Liens for taxes not more than ninety (90) days past due or which can
thereafter be paid without penalty or which are being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP have been provided
therefor, or if such Liens otherwise could not reasonably be expected to have
Material Adverse Effect;




(ix) Liens imposed by ERISA (or comparable foreign laws) which are being
contested in good faith by appropriate proceedings and reserves in conformity with
GAAP have been provided therefor, or if such liens otherwise could not reasonably be
expected to have Material Adverse Effect;


 


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(x) Liens arising out of judgments or awards against Pride or any of its
Subsidiaries, or in connection with surety or appeal bonds or the like in connection
with bonding such judgments or awards, the time for appeal from which or petition
for rehearing of which shall not have expired or for which Pride or such Subsidiary
shall be prosecuting on appeal or proceeding for review, and for which it shall have
obtained (within thirty (30) days with respect to a judgment or award rendered in
the United States or within sixty (60) days with respect to a judgment or award
rendered in a foreign jurisdiction after entry of such judgment or award or
expiration of any previous such stay, as applicable) a stay of execution or the like
pending such appeal or proceeding for review; provided, that (i) the
aggregate amount of uninsured or underinsured liabilities (net of customary
deductibles, and including interest, costs, fees and penalties, if any) of Pride and
its Subsidiaries secured by such Liens (other than liabilities of Pride and its
Subsidiaries arising in connection with the Brazilian Litigation) shall not exceed
$65,000,000 at any time outstanding and (ii) to the extent any such Liens secure
liabilities of Pride and its Subsidiaries arising in connection with the Brazilian
Litigation, such Liens shall be permitted unless the aggregate amount of uninsured
or underinsured liabilities (net of customary deductibles, and including interest
costs, fees and penalties, if any) of Pride and its Subsidiaries secured by such
Liens would reasonably be expected to have a Material Adverse Effect;




(xi) rights reserved to or vested in any municipality or governmental,
statutory or public authority by the terms of any right, power, franchise, grant,
license or permit, or by any provision of law, to terminate such right, power,
franchise, grant, license or permit or to purchase, condemn, expropriate or
recapture or to designate a purchaser of any of the property of a Person;




(xii) rights reserved to or vested in any municipality or governmental,
statutory or public authority to control, regulate or use any property of a Person;




(xiii) rights of a common owner of any interest in property held by a Person
and such common owner as tenants in common or through other common ownership;




(xiv) encumbrances (other than to secure the payment of Debt), easements,
restrictions, servitudes, permits, conditions, covenants, exceptions or reservations
in any property or rights-of-way of a Person for the purpose of roads, pipelines,
transmission lines, transportation lines, distribution lines, removal of gas, oil,
coal, metals, steam, minerals, timber or other natural resources, and other like
purposes, or for the joint or common use of real property, rights-of-way, facilities
or equipment, or defects, irregularity and deficiencies in title of any property or
rights-of-way;




(xv) Liens created by or resulting from zoning, planning and environmental laws
and ordinances and municipal regulations;


 


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(xvi) Liens on property securing Non-Recourse Debt incurred for the purpose of
financing all or a part of the purchase price or construction cost of property
(including the cost of upgrading, refurbishing, renovating or repairing drilling
rigs, drillships and other vessels and platforms) if, in the case of all such Liens,
such Liens do not encumber any other property (other than the proceeds (including,
without limitation, proceeds from associated contracts and insurances) of,
improvements, accessions and upgrades to, and related contracts, intangibles and
other assets incidental to or arising from, the property so acquired, constructed,
upgraded, refurbished, renovated or repaired and the capital stock of Subsidiaries
that own, whether directly or indirectly, only the property so acquired,
constructed, upgraded, refurbished, renovated or repaired and related property);




(xvii) Liens securing Debt or other obligations of (a) any SPV or Subsidiary of
Pride in favor of Pride or (b) any Wholly-Owned Subsidiary that is not a Guarantor
to any other Wholly-Owned Subsidiary of Pride;




(xviii) Liens on property existing at the time such property is acquired by
Pride or any of its Subsidiaries and not created in contemplation of such
acquisition (or on repairs, renewals, replacements, additions, accessions and
betterments thereto), and Liens on the assets of any Person at the time such Person
becomes a Subsidiary of Pride and not created in contemplation of such Person
becoming a Subsidiary of Pride (or on repairs, renewals, replacements, additions,
accessions and betterments thereto);




(xix) Liens created or evidenced by or resulting from financing statements
filed by lessors of property (but only relating to the leased property);




(xx) Liens in favor of customs and revenue authorities arising as a matter of
law to secure payment of customs duties in connection with the importation of goods
in the ordinary course of business;




(xxi) [Reserved];




(xxii) other Liens created in connection with securitization programs, if any,
of Pride and its Subsidiaries; provided that, to the extent such liens secure Debt,
such Debt is otherwise permitted;




(xxiii) other Liens securing Debt (or other obligations) the Dollar Equivalent
of which does not exceed at the time of incurrence thereof (together with all such
other Liens securing Debt (or other obligations) outstanding pursuant to this clause
(xxiii) at such time), $100,000,000;




(xxiv) extensions, renewals and replacements of the Permitted Liens described
above, so long as there is no increase in the Debt secured thereby (other than
amounts incurred to pay costs of renewal and replacement) and no additional property
(other than accessions, improvements, and replacements in respect of such property)
is subject to such Lien.


 


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(d) Debt. Pride will not permit any Subsidiary to create, incur, assume,
guarantee, otherwise become liable for or suffer to exist, any Debt other than:




(i) Debt under the Credit Documents;




(ii) Debt existing on the Effective Date (such Debt, to the extent the
principal amount thereof is $25,000,000 or more, being described on Schedule 4.01(r)
attached hereto);




(iii) Debt owing to Pride, any Subsidiary or any SPV;




(iv) Debt under any interest rate protection agreements or foreign exchange
hedges (regardless of whether such hedging obligations are subject to hedge
accounting) incurred in the ordinary course of business and not for speculative
purposes;




(v) Debt (x) under unsecured overdraft lines of credit or for working capital
purposes in foreign countries with financial institutions and (y) arising from the
honoring by a bank or other Person of a check, draft or similar instrument
inadvertently drawing against insufficient funds, all such Debt not to exceed
$100,000,000 in the aggregate at any time outstanding;




(vi) Debt of a Person existing at the time such Person becomes a Subsidiary of
Pride or is merged with or into Pride or any Subsidiary of Pride and not incurred in
contemplation of such transaction;




(vii) Debt under performance guaranties and letters of credit issued in the
ordinary course of business;




(viii) Debt consisting of Pre-Completion Guaranties to the extent that the
aggregate principal amount of the obligations guaranteed under such Pre-Completion
Guaranties does not exceed ten percent (10.0)% of Consolidated Tangible Net Worth at
any time outstanding;




(ix) Debt incurred for the purpose of financing all or a part of the purchase
price or construction cost of property (including the cost of upgrading,
refurbishing, renovating or repairing drilling rigs, drillships and other vessels
and platforms owned by Pride or any of its Subsidiaries) within the limitations of
Section 5.02(c)(iv) above;




(x) Debt in an aggregate principal amount outstanding at the time of incurrence
thereof (together with all such other Debt outstanding pursuant to this clause (x)
at such time) not to exceed $100,000,000 (the “Subsidiary Debt Basket
Amount”);


 


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(xi) Debt not otherwise permitted under any other clause of this Section
5.02(d) so long as each Subsidiary incurring such Debt has in force a Subsidiary
Guaranty in substantially the form of Exhibit G; provided that such
Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty,
and all obligations thereunder of the Guarantor party thereto, shall be terminated
upon notice by Pride to the Administrative Agent that (a) the aggregate principal
amount of Debt of all Subsidiaries outstanding pursuant to the immediately preceding
clause (x) and this clause (xi) is equal to or less than the Subsidiary Debt Basket
Amount and (b) no Default or Event of Default has occurred and is continuing;




(xii) [Reserved]; and




(xiii) extensions, refinancings, renewals or replacements of the Debt permitted
above which, in the case of any such extension, refinancing, renewal or replacement,
does not increase the amount of the Debt being extended, refinanced, renewed or
replaced, other than amounts incurred to pay the costs of such extension,
refinancing, renewal or replacement.




(e) Mergers and Dispositions of All or Substantially All Assets. Pride shall
not, nor shall it permit any Significant Subsidiary or Subsidiaries which, if taken together
in a series of related transactions, would constitute a Significant Subsidiary, to, merge
into or consolidate with any other Person or permit any other Person to merge into or
consolidate with it, or liquidate or dissolve or sell, transfer, lease or otherwise dispose
of all or substantially all of its assets, except that:




(i) Pride may merge into, or consolidate with, any Person if Pride is the
surviving entity or, if such other Person is the surviving Person to any such merger
or consolidation (A) the non-credit enhanced senior unsecured long-term debt of such
Person (after giving effect to such merger or consolidation) shall have an
Investment Grade Rating from at least one of S&P or Moody’s (provided that,
if only one of S&P and Moody’s shall have assigned such debt an Investment Grade
Rating, then the other rating agency shall have assigned such debt a Near-Investment
Grade Rating) and (B) such Person shall have executed and delivered to the
Administrative Agent and each Lender its assumption of the due and punctual
performance and observance of each covenant and condition of this Agreement and the
other Credit Documents to which Pride is a party, together with such evidence of
appropriate corporate authorization on the part of such Person with respect to such
assumption and such opinions of counsel for such Person with respect to such
assumption as the Administrative Agent may reasonably request,




(ii) any Subsidiary may merge into, or consolidate with, Pride if Pride is the
surviving entity,




(iii) any Subsidiary that is not a Guarantor may merge into, or consolidate
with, BVI Borrower if BVI Borrower is the surviving entity,



 


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(iv) any Subsidiary that is not a Guarantor (other than BVI Borrower) may
merge into, or consolidate with, any other Subsidiary (other than BVI Borrower),




(v) any Subsidiary that is a Guarantor may merge into, or consolidate with, any
other Subsidiary if (A) such Guarantor is the surviving entity or (B) such other
Subsidiary is also a Guarantor,




(vi) any Subsidiary (other than BVI Borrower) may merge into, or consolidate
with, any Person other than Pride or any other Subsidiary if (A) such Subsidiary is
the surviving entity or (B) such other Person is the surviving entity and becomes a
Subsidiary contemporaneously with such merger or consolidation (and if the
Subsidiary prior to such merger or consolidation was a Guarantor, the surviving
Subsidiary is also a Guarantor),




(vii) Pride may sell, transfer, lease or otherwise dispose of all or
substantially all of its assets (including stock in its Subsidiaries) to any of its
Subsidiaries or any other Person who will contemporaneously therewith become a
Subsidiary, and




(viii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or
substantially all of its assets (including stock in its Subsidiaries) to Pride, any
other Subsidiary or any other Person who will contemporaneously therewith become a
Subsidiary;



provided that, in the case of any transaction described in the preceding clauses (i)
and (vii), no Default or Event of Default shall exist immediately prior to, or after giving effect
to, such transaction; provided further that sales, transfers or other dispositions
(including by way of dividend or distribution) of Non-Core Assets shall not be subject to the
restrictions imposed by this covenant.




(f) Restrictive Agreements. Pride shall not create or otherwise cause or
permit to become effective, or permit any Subsidiary to create or otherwise cause or permit
to become effective, any consensual encumbrance or restriction on the ability of any
Subsidiary (other than a SPV or a Project Finance Subsidiary) to (i) pay dividends or make
any other distributions to, or pay any debt owed to, Pride or any Subsidiary, (ii) make any
loans or advances to or investments in Pride or any Subsidiary, or (iii) transfer any
property to Pride or any Subsidiary, in each case, other than (a) encumbrances or
restrictions contained in, or existing by reason of, any agreement or instrument existing on
the date hereof, (b) encumbrances or restrictions contained in, or existing by reason of,
any agreement or instrument relating to property existing at the time of the acquisition
thereof, so long as such encumbrances or restrictions relate only to the property so
acquired, (c) encumbrances or restrictions contained in, or existing by reason of, any
agreement or instrument relating to any debt of, or otherwise to, any Subsidiary at the time
such Subsidiary was merged or consolidated with or into, or acquired by, Pride or a
Subsidiary or became a Subsidiary and not created in contemplation thereof, (d) encumbrances
or restrictions contained in, or existing by reason of, any agreement
or instrument


 


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effecting a renewal, extension, refinancing, refund or replacement (or
successive extensions, renewals, refinancings, refunds or replacements) of debt issued under
an agreement referred to in clauses (a) through (c) above, so long as the encumbrances and
restrictions contained in any such renewal, extension, refinancing, refund or replacement
agreement, taken as a whole, are not materially more restrictive than the encumbrances and
restrictions contained in the original agreement, as determined in good faith by the board
of directors of Pride, (e) customary provisions restricting subletting or assignment of any
leases of Pride or any Subsidiary or provisions in agreements that restrict the assignment
of such agreement or any rights thereunder, (f) restrictions on the sale or other
disposition of any property securing Debt as a result of a Lien on such property permitted
hereunder, (g) temporary encumbrances or restrictions with respect to a Subsidiary under an
agreement that has been entered into for the disposition of all or substantially all of the
outstanding Equity Interests of or assets of such Subsidiary, provided that such
disposition is otherwise permitted hereunder, (h) customary restrictions on cash, other
deposits or assets imposed by customers and other persons under contracts entered into in
the ordinary course of business, (i) encumbrances or restrictions contained in any agreement
or instrument relating to Debt that prohibit the transfer of all or substantially all of the
assets of the obligor under such agreement or instrument unless the transferee assumes the
obligations of the obligor under such agreement or instrument or such assets may be
transferred subject to such prohibition, (j) encumbrances or restrictions constituting a
requirement that a certain amount of Debt be maintained between a Subsidiary and Pride or
another Subsidiary, (k) encumbrances or restrictions with respect to property under an
agreement that has been entered into for the disposition of such property, provided
that such disposition is otherwise permitted hereunder, (l) encumbrances or restrictions
with respect to property under a charter, lease or other agreement that has been entered
into for the employment of such property, (m) encumbrances or restrictions contained in, or
existing by reason of, any agreement or instrument governing Debt of any Foreign Subsidiary,
which encumbrances or restrictions are not applicable to any person, or the properties or
assets of any person, other than any such Foreign Subsidiary and its subsidiaries, or (n)
encumbrances or restrictions contained in joint venture agreements, partnership agreements
and other similar agreements with respect to a joint ownership arrangement restricting the
disposition or distribution of assets or property of such joint venture, partnership or
other joint ownership entity, or any of such Person’s subsidiaries, if such encumbrances or
restrictions are not applicable to the property or assets of any other Person.




(g) Compliance with ERISA. Pride shall not terminate, nor shall they permit
the termination of, any Plan so as to result in any liability of Pride or any Subsidiary to
the PBGC in excess of $65,000,000.




(h) Affiliate Transactions. Pride shall not, and shall not permit any of its
Subsidiaries to, enter into or engage in any material transaction or series of related
transactions or related arrangements which in the aggregate would be material with any
Affiliate, including without limitation, the purchase from, sale to or exchange of property
with, any merger or consolidation with or into, or the rendering of any service by or for,
any Affiliate, except pursuant to the requirements of Pride’s or such Subsidiary’s business
and unless such transaction or arrangement or series of related
transactions or arrangements, taken as a


 


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whole, are no less favorable to Pride or such Subsidiary than
would be obtained in an arms’ length transaction with a Person not an Affiliate;
provided that the foregoing restriction shall not apply to (i) transactions between
or among Pride and its Subsidiaries or between or among Subsidiaries, (ii) transactions
involving any employee benefit plans or related trusts of Pride or any of its Subsidiaries,
(iii) transactions pursuant to any contract or agreement outstanding as of (x) with respect
to Pride, the Effective Date or (y) with respect to any Subsidiary of Pride, the Effective
Date, or if later, the date such Subsidiary first became a Subsidiary of Pride, (iv) the
payment of reasonable compensation, fees and expenses to, and indemnity provided on behalf
of, directors and officers of Pride or any Subsidiary, and (v) transactions otherwise
specifically permitted herein.




(i) Documents. Pride shall not, nor shall it permit any Subsidiary to, amend,
waive, terminate or otherwise modify, or agree to the amendment, waiver, termination or
other modification of, the charter, bylaws or other similar documents of Pride or any
Subsidiary, except if all such amendments, waivers, terminations and other modifications, in
the aggregate, could not reasonably be expected to result in a Material Adverse Effect.




(j) Hedging. Pride shall not enter into, or permit any Subsidiary to enter
into, any Hedging Agreement other than Hedging Agreements entered into for bona fide hedging
purposes (and not for speculative purposes) in the ordinary course of the Borrowers’ or a
Subsidiary’s business.




(k) Use of Proceeds. Pride shall not use, or permit any Subsidiary to use, the
proceeds of any Advance or Letter of Credit for any purpose other than to refinance the
Existing Credit Facility, investments, acquisitions, capital expenditures, the repayment and
back-up of commercial paper or for other general corporate purposes, or use, or permit any
Subsidiary to use, any such proceeds in a manner which violates or results in a violation of
Regulation T, U or X of the Federal Reserve Board.




(l) Sale Leaseback Transactions. Pride shall not enter into, or permit any
Subsidiary to enter into, any Sale Leaseback Transaction, except those that may be incurred,
assumed or suffered to exist without violating this Agreement, including, without
limitation, the financial covenants set forth in Section 5.02(a) and Section
5.02(b).



ARTICLE VI

EVENTS OF DEFAULT




Section 6.01 Events of Default. If any of the following events (“Events of
Default”) shall occur and be continuing:




(a) (i) The Borrowers shall fail to pay on the Commitment Termination Date any
outstanding principal of any Advance or Demand Loan, any outstanding interest due thereon or
any fees or other amounts due hereunder or under any other Credit Document to which the
Borrowers are a party on the Commitment Termination Date, or (ii) with respect to amounts
due on a day other than the Commitment Termination Date, the Borrowers shall fail to make any payment of principal, interest or fees or other
amounts due hereunder or under any other Credit Document to which they are a party within
three (3) Business Days following the date when due; or


 


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(b) Default by Pride or any Subsidiary in the observance or performance of any covenant
set forth in Sections 5.02(a), 5.02(b), (c) or (e); or




(c) Default by Pride or any Subsidiary in the observance or performance of any
provision hereof or of any other Credit Document not mentioned in clauses (a) or (b) above,
which is not remedied within thirty (30) days after notice thereof to Pride by the
Administrative Agent; or




(d) Any representation or warranty made by any Credit Party (or any officer, agent or
representative of any Credit Party) (including representations and warranties deemed made
pursuant to Section 3.02 or Section 3.03) in any Credit Document shall prove
to have been incorrect in any material respect when made or deemed made; or




(e) Pride or any Subsidiary shall (i) fail to pay any principal of or premium or
interest on any Debt which is outstanding in the principal amount of at least $65,000,000 in
the aggregate, of such Person, when the same becomes due and payable (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise), and such failure shall
continue after the applicable grace period, if any, specified in the agreement or instrument
relating to such Debt; or (ii) default in the observance or performance of any covenant or
obligation contained in any agreement or instrument relating to any such Debt, or permit or
suffer any other event to occur or condition to exist under any agreement or instrument
relating to any such Debt, and such default or other event or condition shall continue after
the applicable grace period, if any, specified in such agreement or instrument, if the
effect thereof is to accelerate, or to permit the acceleration of, the maturity of such Debt
or require such Debt to be prepaid prior to the stated maturity thereof; or




(f) Pride or any Significant Subsidiary (i) has entered involuntarily against it an
order for relief under the Bankruptcy Code or a comparable action is taken under any
bankruptcy or insolvency law of another country or political subdivision of such country,
(ii) generally does not pay, or admits its inability generally to pay, its debts as they
become due, (iii) makes a general assignment for the benefit of creditors, (iv) applies for,
seeks, consents to, or acquiesces in, the appointment of a receiver, custodian, trustee,
liquidator or similar official for it or any substantial part of its property under the
Bankruptcy Code or under the bankruptcy or insolvency laws of another country or a political
subdivision of such country, (v) institutes any proceeding seeking to have entered against
it an order for relief under the Bankruptcy Code or any comparable law, to adjudicate it
insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement,
adjustment or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors or fails to file an answer or other
pleading denying the material allegations of or consents to or acquiesces in any such
proceeding filed against it, (vi) makes any board of directors resolution in direct
furtherance of any matter described in clauses (i)-(v) above, or (vii) fails to contest
in good faith any appointment or proceeding described in this Section 6.01(f); or


 


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(g) A custodian, receiver, trustee, liquidator or similar official is appointed for
Pride or any Significant Subsidiary or any substantial part of its property under the
Bankruptcy Code or under the bankruptcy or insolvency laws of another country or a political
subdivision of such country, or a proceeding described in Section 6.01(f)(v) is
instituted against any Credit Party or any Significant Subsidiary, and such appointment
continues undischarged or such proceeding continues undismissed and unstayed for a period of
sixty (60) days (or one hundred twenty (120) days in the case of any such event occurring
outside the United States of America); or




(h) Pride or any Subsidiary fails within thirty (30) days with respect to any judgments
or orders that are rendered in the United States or sixty (60) days with respect to any
judgments or orders that are rendered in foreign jurisdictions (or such earlier date as any
execution on such judgments or orders shall take place) to vacate, pay, bond or otherwise
discharge any non-interlocutory judgments or orders for the payment of money, the uninsured
portion of which is in excess of $65,000,000 in the aggregate, and which are not stayed on
appeal or otherwise being appropriately contested in good faith in a manner that stays
execution; provided that any such judgment or order rendered in connection with the
Brazilian Litigation shall not result in an Event of Default under this clause (h) if such
judgment or order could not reasonably be expected to have a Material Adverse Effect; or




(i) Any Termination Event as defined in clause (b), (e) or (f) of the definition
thereof with respect to a Plan shall have occurred and, 30 days after notice thereof shall
have been given to Pride by the Administrative Agent, (i) such Termination Event shall still
exist and (ii) the sum (determined as of the date of occurrence of such Termination Event)
of the liabilities to the PBGC resulting from all such Termination Events is equal to or
greater than $65,000,000; or




(j) Pride or any Subsidiary shall have been notified by the sponsor of a Multiemployer
Plan that it has incurred Withdrawal Liability to such Multiemployer Plan in an amount
which, when aggregated with all other amounts required to be paid to Multiemployer Plans in
connection with Withdrawal Liabilities (determined as of the date of such notification),
exceeds $65,000,000 or requires payments exceeding $65,000,000 in any year; or




(k) Pride or any Subsidiary shall have been notified by the sponsor of a Multiemployer
Plan that such Multiemployer Plan is in reorganization or is being terminated, within the
meaning of Title IV of ERISA, if as a result of such reorganization or termination the
aggregate annual contributions of Pride and its Subsidiaries to all Multiemployer Plans
which are then in reorganization or being terminated have been or will be increased over the
amounts contributed to such Multiemployer Plans for the respective plan years which include
the date hereof by an amount exceeding $65,000,000 in the aggregate; or


 


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(l) Any event occurs creating any ERISA Liabilities that could reasonably be expected
to result in a Material Adverse Effect and such event is not cured within 30 days from the
occurrence of such event; or




(m) Any Change in Control occurs;




(n) Any material provision of any Credit Document executed by a Credit Party for any
reason is not a legal, valid, binding and enforceable obligation of such Credit Party
(except as the enforceability thereof may be limited by the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and by general principles of equity), or any Credit Party shall so state in
writing; or




(o) Any Credit Party shall contest the enforceability of any Subsidiary Guaranty;



then, and in any such event, the Administrative Agent (i) shall at the request, or may with
the consent, of the Majority Lenders, by notice to Pride, declare the obligation of the Issuing
Banks to issue Letters of Credit to be terminated and the obligation of each Lender to make
Advances to be terminated, whereupon each such obligation and all of the Commitments shall
forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority
Lenders, by notice to Pride, declare the Advances, all interest thereon and all other Obligations
to be forthwith due and payable, whereupon the Advances, all such interest and all other
Obligations shall become and be forthwith due and payable, without presentment, demand, protest,
notice of intent to accelerate, notice of acceleration or further notice of any kind, all of which
are hereby expressly waived by the Borrowers and each other Credit Party; provided that in
the event of an actual or deemed entry of an order for relief with respect to any Borrower under
the Bankruptcy Code, (a) the obligation of the Issuing Banks to issue Letters of Credit, the
obligation of each Lender to make Advances and all of the Commitments shall automatically be
terminated and (b) the Advances, all such interest, all other Obligations and all amounts
contemplated by Section 6.02 shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by
the Borrowers and each other Credit Party.



Section 6.02 L/C Cash Collateral Accounts. Upon the occurrence and during the
continuance of any Event of Default (if the Administrative Agent has declared all amounts owed by
the Borrowers hereunder to be due and payable), each Borrower agrees that it shall forthwith,
without any demand or the taking of any other action by the Issuing Banks, the Administrative
Agent, or any of the Lenders, provide cover for the outstanding Letter of Credit Liabilities in
respect of all Letters of Credit issued for the account of such Borrower by paying to the
Administrative Agent immediately available funds in the amount equal to the then aggregate Letter
of Credit Liabilities of all such outstanding Letters of Credit, which funds shall be deposited
into a blocked deposit account or accounts to be established and maintained at the office of one or
more of the Issuing Banks (or affiliates thereof) in the name of the Administrative Agent as
collateral security for all Letter of Credit Liabilities relating to Letters of Credit issued for
the account of such Borrower (each, an “L/C Cash Collateral Account”). Each Borrower
hereby pledges, and grants to the Administrative Agent for the


 


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ratable benefit of the Lenders, a first priority security interest in all funds held in its L/C Cash Collateral
Account from time to time and all proceeds thereof, as security for the payment of all Obligations
of such Borrower. The Administrative Agent shall have sole control over each L/C Cash Collateral
Account and shall from time to time withdraw funds then held in such L/C Cash Collateral Account to
satisfy the payment of the applicable Obligations as shall have become or shall become due and
payable under this Agreement. The Administrative Agent shall exercise reasonable care in the
custody and preservation of any funds held in each L/C Cash Collateral Account and shall be deemed
to have exercised such care if such funds are accorded treatment substantially equivalent to that
which the Administrative Agent accords its own property, it being understood that the
Administrative Agent shall not have any responsibility for taking any necessary steps to preserve
rights against any parties with respect to any such funds or for investing such funds.



Section 6.03 Application of Amounts Received Following the Occurrence of an Event of
Default. Upon the occurrence and during the continuance of any Event of Default, any amounts
received by the Administrative Agent from any Borrower or from a Guarantor in connection with its
guaranty of the Obligations, shall be applied to the Obligations in the following order of
priority:




(i) first, to the payment of any and all out-of-pocket costs and
expenses of the Administrative Agent, as provided by this Agreement or by any other
Credit Document, incurred in connection with the collection of such payment or in
respect of the enforcement of any rights of the Administrative Agent, the Issuing
Banks, or the Lenders under this Agreement or any other Credit Document;




(ii) second, to the payment of any and all out-of-pocket costs and
expenses of the Issuing Banks and the Lenders, as provided by this Agreement or by
any other Credit Document, incurred in connection with the collection of such
payment or in respect of the enforcement of any rights of the Lenders or the Issuing
Banks under this Agreement or any other Credit Document, pro rata in the proportion
in which the amount of such costs and expenses unpaid to each Lender and Issuing
Bank bears to the aggregate amount of the costs and expenses unpaid to all Lenders
and Issuing Banks collectively, until all such fees, costs and expenses have been
paid in full;




(iii) third, to the payment of any due and unpaid fees to the
Administrative Agent or any Lender or any Issuing Bank as provided by this Agreement
or any other Credit Document, pro rata in the proportion in which the amount of such
fees due and unpaid to the Administrative Agent and each Lender and Issuing Bank
bears to the aggregate amount of the fees due and unpaid to the Administrative Agent
and all Lenders and Issuing Banks collectively, until all such fees have been paid
in full;




(iv) fourth, to the payment of accrued and unpaid interest on the
Advances and Demand Loans to the date of such application, pro rata in the
proportion in which the amount of such interest, accrued and unpaid to each
Lender or the applicable Issuing Banks bears to the aggregate amount of such
interest accrued and unpaid to all Lenders and such Issuing Banks collectively,
until all such accrued and unpaid interest has been paid in full;


 


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(v) fifth, (a) to the payment of principal on all Advances and Demand
Loans pro rata in the proportion in which the amount of such principal due each
Lender or the applicable Issuing Banks bears to the aggregate amount of such
principal due to all Lenders and such Issuing Banks collectively, until all such
principal has been paid in full, and (b) to the extent any Letters of Credit have
not been fully cash collateralized pursuant to Section 6.02 hereof, to the
cash collateralization of such Letters of Credit. With respect to Obligations that
are not then payable, any amount reserved pursuant to this Section 6.03
shall be deposited in a Collateral Account until such time or times as such
Obligations become payable, or the obligees under such Obligations notify the
Administrative Agent that there are no remaining liabilities under such Obligations;
and after such payment or notice, any surplus reserved amount, to the extent not
applied to such Obligations, shall be available for distribution in accordance with
the priority established in this Section 6.03; and




(vi) sixth; to the payment of any other outstanding Obligations then
due and payable, pro rata in the proportion in which the outstanding Obligations
owing to each Lender, Issuing Bank and Administrative Agent bears to the aggregate
amount of all such Obligations until all such Obligations have been paid in full;
and




(vii) seventh, any surplus of such amounts remaining after payment in
full in cash of all the Obligations and the termination or cash collateralization of
all Letters of Credit and the termination of all Commitments, shall be paid over to
Pride, or whomever may be lawfully entitled to receive such surplus, in a
commercially reasonable time, provided that none of the Lender Parties shall
be liable for any interest, cost or expense in connection with any delay in
delivering such proceeds to the Pride or other Person;



provided that, with respect to any application pursuant to this Section 6.03 of amounts
received from BVI Borrower, (I) such amounts shall be applied in the foregoing order of priority,
but without giving effect to clauses (i) through (iii), and (II) in applying such amounts pursuant
to clauses (iv) through (vi), such amounts shall be applied only to (x) in the case of clause (iv),
the payment of accrued and unpaid interest on Advances and Demand Loans made to BVI Borrower, (y)
in the case of clause (v), the payment of principal on Advances and Demand Loans made to BVI
Borrower or the cash collateralization of Letters of Credit issued for the account of BVI Borrower
and (z) in the case of clause (vi), the payment of Obligations of BVI Borrower.



 


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ARTICLE VII

THE ADMINISTRATIVE AGENT AND THE ISSUING BANKS




Section 7.01 Authorization and Action. Each Lender hereby irrevocably appoints and
authorizes the Administrative Agent to take such action as agent on its behalf and to exercise
such powers under the Credit Documents as are delegated to the Administrative Agent, by the
terms hereof and thereof, together with such powers and discretion as are reasonably incidental
thereto. As to any matters not expressly provided for by the Credit Documents (including
enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise
any discretion or take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the instructions of the
Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes;
provided that the Administrative Agent shall not be required to take any action which
exposes the Administrative Agent to personal liability or which is contrary to any Credit Document
or applicable law and shall not be required to initiate or conduct any litigation or other
proceedings. The Administrative Agent agrees to give to each Lender prompt notice of each notice
given to it by the Borrowers pursuant to the terms of this Agreement. The provisions of this
Article VII are solely for the benefit of the Administrative Agent and the Lender Parties,
and neither the Borrowers nor any other Credit Party shall have rights as a third party beneficiary
of any of such provisions.



Section 7.02 Administrative Agent’s Reliance, Etc. Neither the Administrative Agent
nor any of its directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with any Credit Document, except for its
or their own gross negligence or willful misconduct. The duties of the Administrative Agent shall
be mechanical and administrative in nature; the Administrative Agent shall not have, by reason of
this Agreement or any other Credit Document a fiduciary relationship in respect of any Lender or
the holder of any Note; and nothing in this Agreement or any other Credit Document, expressed or
implied, is intended or shall be so construed as to impose upon the Administrative Agent any
obligations in respect of this Agreement or any other Credit Document except as expressly set forth
herein. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may
treat the payee of any Note as the holder thereof until the Administrative Agent receives and
accepts a Transfer Agreement entered into by the Lender that is the payee of such Note, as
assignor, and an Eligible Assignee, as assignee, as provided in Section 8.06; (ii) may
consult with legal counsel (including counsel for any Credit Party), independent public accountants
and other experts selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
(iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender
for any statements, warranties or representations (whether written or oral) made in or in
connection with any Credit Document or any other instrument or document furnished pursuant hereto
or in connection herewith; (iv) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of any Credit Document or
any other instrument or document furnished pursuant hereto or in connection herewith on the part of
the Borrowers or any other Person or to inspect the property (including the books and records) of
the Borrowers or any other Person; (v) shall not be responsible for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of any Credit Document or any other
instrument or document furnished pursuant hereto or in connection herewith or for the perfection,
existence, sufficiency or value of any collateral, any guaranty or any insurance; and (vi) shall
incur no liability under or in respect of any Credit Document, except for its own gross negligence
or willful misconduct, by acting upon any notice, consent, certificate or other instrument or
writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and
signed, given or sent by


 


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 the
proper party or parties. Without limiting the generality of the foregoing, insofar as the Administrative Agent is
concerned, with respect to any Advance, each Lender shall be deemed to have consented to, approved
and be satisfied with each matter referred to in Article III, unless the officer of the
Administrative Agent responsible for the transactions contemplated by the Credit Documents shall
have received written notice from such Lender prior to such Advance specifying its objection
thereto and such Lender shall not have made available to the Administrative Agent any portion of
such Advance; provided that this sentence is solely for the benefit of the Administrative
Agent (and not any Credit Party) and shall not amend, waive or otherwise modify Article
III, Section 6.01(d) or any other provision applicable to any Credit Party, whether in
respect of such Advance or any other Advance or matter.



Section 7.03 Administrative Agent and Its Affiliates. With respect to its Commitment,
the Advances made by it and the Notes issued to it, each Lender which is also the Administrative
Agent shall have the same rights and powers under the Credit Documents as any other Lender and may
exercise the same as though it were not the Administrative Agent; and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated, include any Lender serving as the
Administrative Agent in its individual capacity. Any Lender serving as the Administrative Agent
and its affiliates may accept deposits from, lend money to, act as trustee under indentures of,
accept investment banking engagements from and generally engage in any kind of business with,
Pride, any of Pride’s Subsidiaries and any Person who may do business with or own securities of
Pride or any Subsidiary, all as if such Lender were not the Administrative Agent and without any
duty to account therefor to the Lenders. In the event that Citibank, N.A. or any of its Affiliates
shall be or become an indenture trustee under the Trust Indenture Act of 1939 (as amended, the
“Trust Indenture Act”) in respect of any securities issued or guaranteed by any Credit
Party, the parties hereto acknowledge and agree that any payment or property received in
satisfaction of or in respect of any Obligation of such Credit Party hereunder or under any other
Credit Document by or on behalf of Citibank, N.A., in its capacity as the Administrative Agent for
the benefit of any Lender Party under any Credit Document (other than Citibank, N.A. or an
Affiliate of Citibank, N.A.) and which is applied in accordance with the Credit Documents shall be
deemed to be exempt from the requirements of Section 311 of the Trust Indenture Act pursuant to
Section 311(b)(3) of the Trust Indenture Act.



Section 7.04 Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other Lender and based on
the financial statements referred to in Section 4.01(e) and such other documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender also acknowledges that it will, independently and without reliance
upon the Administrative Agent 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 action under this Agreement and the other Credit Documents. The Administrative Agent shall
not have any duty or responsibility, either initially or on a continuing basis, to provide any
Lender or the holder of any Note with any credit or other information with respect thereto, whether
coming into its possession before the making of the Advances or at any time or times thereafter.
Nothing in this Agreement or any other Credit Document shall require the Administrative Agent to
carry out any “know your customer” or other checks in relation to any person on behalf of any
Lender Party and each Lender Party confirms to the Administrative
Agent that it is solely responsible for any such checks it is required to carry out and that
it may not rely on any statement in relation to such checks made by the Administrative Agent.


 


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Section 7.05 Certain Rights of the Administrative Agent. If the Administrative Agent
shall request instructions from the Majority Lenders with respect to any act or action (including
failure to act) in connection with this Agreement or any other Credit Document, the Administrative
Agent shall be entitled to refrain from such act or taking such action unless and until the
Administrative Agent shall have received instructions from the Majority Lenders; and it shall not
incur liability to any Person by reason of so refraining. Without limiting the foregoing, no
Lender nor the holder of any Note shall have any right of action whatsoever against the
Administrative Agent as a result of its acting or refraining from acting hereunder or under any
other Credit Document in accordance with the instructions of the Majority Lenders or all of the
Lenders, as the case may be. Furthermore, except for action expressly required of the
Administrative Agent hereunder, the Administrative Agent shall in all cases be fully justified in
failing or refusing to act hereunder unless it shall be specifically indemnified to its
satisfaction by the Lenders against any and all liability and expense which may be incurred by it
by reason of taking or continuing to take any such action.



The Administrative Agent may perform any and all of its duties and exercise its rights and
powers hereunder or under any other Credit Document by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform
any and all of its duties and exercise its rights and powers by or through their respective Related
Parties. Each such sub-agent and the Related Parties of the Administrative Agent and each such
sub-agent shall be entitled to the benefits of all provisions of this Article VII and
Section 8.04 (as though such sub-agents were the “Administrative Agent” under the Credit
Documents) as if set forth in full herein with respect thereto.



Section 7.06 Holders. Any request, authority or consent of any Person who, at the
time of making such request or giving such authority or consent, is the holder of any Note shall be
conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may
be, of such Note or of any Note or Notes issued in exchange therefor.



Section 7.07 Indemnification. The Lenders agree to indemnify the Administrative Agent
(to the extent not reimbursed by the Borrowers), ratably according to the respective principal
amounts of the Advances then held by each of them (or if no principal of the Advances is at the
time outstanding, ratably according to the respective amounts of their Commitments then existing,
or, if no such principal amounts are then outstanding and no Commitments are then existing, ratably
according to the respective amounts of the Commitments existing immediately prior to the
termination thereof), from and against any and all claims, damages, losses, liabilities and
expenses (including reasonable fees and disbursements of counsel) of any kind or nature whatsoever
which may be imposed on, incurred by, or asserted against the Administrative Agent in any way
relating to or arising out of any of the Credit Documents or any action taken or omitted by the
Administrative Agent under the Credit Documents (expressly including any such claim, damage,
loss, liability or expense attributable to the ordinary, sole or contributory negligence of the
administrative agent, but excluding any such claim, damage, loss, liability or expense attributable
to the gross negligence or  


 


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willful
misconduct of the Administrative Agent). it is the intent of the parties hereto that the Administrative Agent shall, to the extent provided
in this section 7.07, be indemnified for its own ordinary, sole or contributory
negligence. Without limitation of the foregoing, each Lender agrees to reimburse the
Administrative Agent promptly upon demand for such Lender’s ratable share of any reasonable
out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in
connection with the preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, the Credit Documents, or any of them, to the extent
that the Administrative Agent is not reimbursed for such expenses by the Borrowers.



Section 7.08 Resignation by the Administrative Agent. (a) The Administrative Agent
may resign from the performance of all its functions and duties hereunder and under the other
Credit Documents at any time by giving 15 Business Days’ prior written notice to Pride and the
Lenders. Such resignation shall take effect upon the appointment of a successor Administrative
Agent pursuant to clauses (b) and (c) below or as otherwise provided below.




(b) Upon any such notice of resignation, the Majority Lenders shall have the right to
appoint a successor Administrative Agent which shall be a commercial bank or trust company
that is, if no Event of Default exists, reasonably acceptable to Pride.




(c) If a successor to a resigning Administrative Agent shall not have been so appointed
within such 15 Business Day period, the resigning Administrative Agent, with the consent of
Pride if no Event of Default exists, shall have the right to then appoint a successor
Administrative Agent who shall serve as Administrative Agent until such time, if any, as the
Majority Lenders appoint a successor Administrative Agent as provided in clause (b) above;
provided that Pride shall be deemed to have consented to any such appointment by the
resigning Administrative Agent unless it shall object thereto by written notice to the
resigning Administrative Agent within seven (7) Business Days after receiving notice
thereof.




(d) If no successor Administrative Agent has been appointed pursuant to clause (b) or
(c) above and shall have accepted such appointment by the 22nd Business Day after
the date such notice of resignation was given by the resigning Administrative Agent, the
resigning Administrative Agent’s resignation shall become effective and the Lenders shall
thereafter perform all the duties of the resigning Administrative Agent hereunder and under
any other Credit Document until such time, if any, as the Majority Lenders appoint a
successor Administrative Agent as provided above.




(e) After any Administrative Agent’s resignation hereunder as Administrative Agent, the
provisions of this Article VII and Section 8.04 shall continue in effect for
the benefit of such resigning Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them while
the resigning Administrative Agent was acting as Administrative Agent.


 


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(f) If the Administrative Agent is a Defaulting Lender due to the
circumstances described in clause (c) of the definition of Defaulting Lender, the
Majority Lenders shall have the right to appoint a successor Administrative Agent which shall be
a commercial bank or trust company that is, if no Event of Default exists, reasonably
acceptable to Pride. If no successor Administrative Agent has been so appointed and shall
have accepted such appointment by the 20th Business Day after the date the Administrative
Agent became a Defaulting Lender due to the circumstances described in clause (c) of the
definition of Defaulting Lender, the Administrative Agent shall be deemed to have been
replaced and the Lenders shall thereafter perform all the duties of the Administrative Agent
hereunder and under any other Credit Document until such time, if any, as the Majority
Lenders appoint a successor Administrative Agent as provided above. After the
Administrative Agent is replaced in accordance with this clause (f), the provisions of this
Article VII and Section 8.04 shall continue in effect for the benefit of
such replaced Administrative Agent, its sub agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while such replaced
Administrative Agent was acting as Administrative Agent.



Section 7.09 Resignation by an Issuing Bank. (a) Any Issuing Bank may resign from
the performance of all its functions and duties hereunder and under the other Credit Documents at
any time by giving 15 Business Days’ prior written notice to the Administrative Agent, the
Borrowers, each other Issuing Bank and the Lenders. Such resignation shall take effect upon the
appointment of a successor Issuing Bank pursuant to clauses (b) and (c) below or as otherwise
provided below.




(b) Upon any such notice of resignation, the Majority Lenders shall have the right to
appoint a successor Issuing Bank which shall be a commercial bank or trust company
reasonably acceptable to the Borrowers.




(c) If a successor to a resigning Issuing Bank shall not have been so appointed within
such 15 Business Day period, the resigning Issuing Bank, with the consent of Pride if no
Event of Default exists, shall have the right to then appoint a successor Issuing Bank who
shall serve as an Issuing Bank until such time, if any, as the Majority Lenders appoint a
successor Issuing Bank as provided in clause (b) above; provided that Pride shall be
deemed to have consented to any such appointment by the resigning Issuing Bank unless it
shall object thereto by written notice to the resigning Issuing Bank within seven (7)
Business Days after receiving notice thereof.




(d) If no successor Issuing Bank has been appointed pursuant to clause (b) or (c) above
and shall have accepted such appointment by the 22nd Business Day after the date
such notice of resignation was given by the resigning Issuing Bank, the resigning Issuing
Bank’s resignation shall become effective.




(e) After any Issuing Bank’s resignation hereunder as Issuing Bank, the provisions of
this Article VII shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Issuing Bank under this Agreement.




(f) In addition to the foregoing, if a Lender becomes, and during the period it
remains, a Defaulting Lender any Issuing Bank may, upon prior written notice to Pride and
the Administrative Agent, resign as Issuing Bank, effective at the close of business
New York time on a date specified in such notice (which date may not be less than three
Business Days after the date of such notice); provided that such resignation by such
Issuing Bank will have no effect on the validity or enforceability of any Letter of Credit
then outstanding or on the obligations of the Borrowers or any Lender under this Agreement
with respect to any such outstanding Letter of Credit or otherwise to any Issuing Bank.


 


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Section 7.10 Issuing Banks’ Reliance, Etc. Neither the Issuing Banks nor any of their
directors, officers, agents or employees shall be liable for any action taken or omitted to be
taken by it or them under or in connection with any Credit Document, except for its or their own
gross negligence or willful misconduct. The Issuing Banks shall not have, by reason of this
Agreement or any other Credit Document a fiduciary relationship in respect of any Lender or the
holder of any Note; and nothing in this Agreement or any other Credit Document, expressed or
implied, is intended or shall be so construed as to impose upon the Issuing Banks any obligations
in respect of this Agreement or any other Credit Document except as expressly set forth herein.
Without limitation of the generality of the foregoing, each Issuing Bank: (i) may treat the payee
of any Note as the holder thereof until such Issuing Bank receives a Transfer Agreement entered
into by the Lender that is payee of such Note, as assignor, and an Eligible Assignee, as assignee,
as provided in Section 8.06, (ii) may consult with legal counsel (including counsel for any
Credit Party), independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any
Lender and shall not be responsible to any Lender for any statements, warranties or representations
(whether written or oral) made in or in connection with any Credit Document or any other instrument
or document furnished pursuant hereto or in connection herewith; (iv) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of the terms, covenants or
conditions of any Credit Document or any other instrument or document furnished pursuant hereto or
in connection herewith on the part of the Borrowers or any other Person or to inspect the property
(including the books and records) of the Borrowers or any other Person; (v) shall not be
responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or
value of any Credit Document or any other instrument or document furnished pursuant hereto or in
connection herewith or for the perfection, existence, sufficiency or value of any collateral, any
guaranty or any insurance; and (vi) shall incur no liability under or in respect of any Credit
Document, except for its own gross negligence or willful misconduct, by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or
telex) believed by it to be genuine and signed, given or sent by the proper party or parties.



Section 7.11 Issuing Banks and Their Affiliates. With respect to its Commitment, the
Advances made by it and the Notes issued to it, each Lender which is also an Issuing Bank shall
have the same rights and powers under the Credit Documents as any other Lender and may exercise the
same as though it were not an Issuing Bank; and the term “Lender” or “Lenders” shall, unless
otherwise expressly indicated, include any Lender serving as an Issuing Bank in its individual
capacity. Any Lender serving as an Issuing Bank and its affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking engagements from and
generally engage in any kind of business with, Pride, any of its Subsidiaries and any Person who
may do business with or own securities of Pride or any of its
Subsidiaries, all as if such Lender were not an Issuing Bank and without any duty to account
therefor to the Lenders.


 


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Section 7.12 No Other Duties, etc. Anything herein to the contrary notwithstanding,
none of the Persons acting as bookrunners, arrangers, syndication agents or documentation agents
listed on the cover page hereof shall have any powers, duties or responsibilities under this
Agreement or any of the other Credit Documents, except in its capacity, as applicable, as the
Administrative Agent or as a Lender Party hereunder.



Section 7.13 Cure of Defaulting Lender. If the Borrowers, the Administrative Agent
and the Issuing Banks agree in writing in their discretion that a Lender that is a Defaulting
Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so
notify the parties hereto, whereupon as of the effective date specified in such notice and subject
to any conditions set forth therein (which may include arrangements with respect to any amounts
then held in the segregated account referred to in Section 2.20), such Lender will, to the
extent applicable, purchase such portion of outstanding Advances and Letter of Credit Liabilities
of the other Lenders and/or make such other adjustments as the Administrative Agent may determine
to be necessary to cause the Advances made by the Lenders to be on a pro rata basis
in accordance with their respective Commitments, whereupon such Lender will cease to be a
Defaulting Lender and will be a Non-Defaulting Lender (and such Advances of each Lender will
automatically be adjusted on a prospective basis to reflect the foregoing); provided that
no adjustments will be made retroactively with respect to fees accrued or payments made by or on
behalf of the Borrowers while such Lender was a Defaulting Lender; and provided further
that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder
from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of
any party hereunder arising from such Lender’s having been a Defaulting Lender.



Section 7.14 Removal of Administrative Agent. Anything herein to the contrary
notwithstanding, if at any time the Majority Lenders determine that the Person serving as
Administrative Agent is (without taking into account any provision in the definition of
“Defaulting Lender” requiring notice from the Administrative Agent or any other party) a
Defaulting Lender the Majority Lenders may by notice to Pride and such Person remove such Person as
Administrative Agent and, in consultation with Pride, appoint a replacement Administrative Agent
hereunder. Such removal will be effective on the date a replacement Administrative Agent is
appointed.



ARTICLE VIII

MISCELLANEOUS




Section 8.01 Amendments, Etc. No amendment or waiver of any provision of any Credit
Document, nor consent to any departure by the Borrowers therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Majority Lenders and the Borrowers, and then
such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given; provided that no amendment, waiver or consent shall (a) waive any
of the conditions specified in Section 3.01 without the written consent of each Lender, (b)
increase any Commitment of any Lender or subject any Lender to any additional obligation


 


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 without
the written consent of such Lender, (c) forgive or reduce the
principal of, or interest on, the Notes or any fees or other amounts payable hereunder without the written
consent of each Lender affected thereby, (d) postpone any date fixed for any payment of principal
of, or interest on, the Notes or any fees or other amounts payable hereunder without the written
consent of each Lender affected thereby, (e) take any action which requires the signing of all the
Lenders pursuant to the terms of any Credit Document without the written consent of each Lender,
(f) change the percentage of the Commitments or of the aggregate unpaid principal amount of the
Notes which shall be required for the Lenders or any of them to take any action under any Credit
Document without the written consent of each Lender, (g) amend this Section 8.01 without
the written consent of each Lender, (h) release any Guarantor (except as contemplated by this
Agreement) or release Pride from the Guaranty provided in Article IX without the written
consent of each Lender, (i) change the definitions herein of Ratable Percentage or Majority Lenders
without the written consent of each Lender or (j) change the provisions for pro rata payments, pro
rata sharing or other pro rata treatment of the Lenders (including the order of application of
proceeds set forth in Section 6.03) without the written consent of each Lender; and
provided further that (x) no amendment, waiver or consent shall, unless in writing
and signed by the Issuing Banks in addition to the other Persons required herein to take such
action, affect the rights or duties of the Issuing Banks under any Credit Document, and (y) no
amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in
addition to the Lenders required herein to take such action, affect the rights or duties of the
Administrative Agent under any Credit Document. If a Defaulting Lender’s consent to an amendment,
waiver, determination, consent, or notification is required pursuant to this Section 8.01
or any other provision in the Credit Documents, and such Defaulting Lender has failed to respond to
a written request from the Administrative Agent to approve such waiver, amendment, determination,
consent, or notification for 30 days after such Defaulting Lender’s receipt of such request, such
Defaulting Lender will be deemed to have approved such amendment, waiver, determination, consent,
or notification.



Section 8.02 Notices, Etc. Except as otherwise provided in this Section 8.02,
all notices and other communications provided for hereunder shall be in writing (including
telecopier communication) and mailed, telecopied, or delivered, if to the Borrowers, at Pride’s
address or telecopier number set forth below its signature hereto; if to any Lender, at its
Domestic Lending Office; if to the Administrative Agent, at its address or telecopier number set
forth below:



Citibank, N.A.

Attention: Bank Loans Syndications Department

1615 Brett Road, Building #3

New Castle, DE 19720

Re: Pride International

Telecopier No.: 212-994-0961

Email address: GLAgentOfficeOps@citi.com



 


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if to an Issuing Bank identified on the signature pages hereof, at its address or telecopier
number set forth below:



Citibank, N.A.

Attention: Bank Loans Syndications Department

1615 Brett Road, Building #3

New Castle, DE 19720

Re: Pride International

Telecopier No.: 212-994-0961

Email address: GLAgentOfficeOps@citi.com




Natixis

Global Energy & Commodities

333 Clay Street, Suite 4340

Houston, TX 77002

Attn: Joseph Brandariz

Telecopier No.: 713-583-7745

Email address: joseph.brandariz@us.natixis.com




Wells Fargo Bank, N.A.

Attn: Loan Administration Manager

1700 Lincoln, 3rd Floor

Denver, CO 80203

Telecopier No.: 303-863-2729

Email address: denlclnsvmembersyndication@wellsfargo.com




or, as to any Credit Party, the Administrative Agent or any Issuing Bank, at such other
address as shall be designated by such party in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in a written notice to
Pride, the Administrative Agent and the Issuing Banks. All such notices and communications shall
be effective, if mailed, five Business Days after deposit in the mails; if sent by overnight
courier, one Business Day after delivery to the courier company; and if sent by telecopier, when
received by the receiving telecopier equipment, respectively; provided that notices and
communications to the Administrative Agent or the Issuing Banks shall not be effective until
received by the Administrative Agent or the Issuing Banks, as the case may be, during normal
business hours and in no event, shall a voice mail message be effective notice, communication or
confirmation hereunder.



The Borrowers hereby agree that they will provide to the Administrative Agent all information,
documents and other materials that they are obligated to furnish to the Administrative Agent
pursuant to the Credit Documents, including all notices, requests, financial statements, financial
and other reports, certificates and other information materials, but excluding any such
communication that (i) relates to a request for a new Advance, or a Conversion or continuation of
an existing Advance, a new Letter of Credit, any increase or extension of any Letter of Credit or
other extension of credit (including any election of an interest rate or Interest Period relating
thereto), (ii) relates to the payment of any principal or other amount due under this Agreement
prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default or
(iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this
Agreement and/or any Advance, Letter of Credit, increase or extension of any Letter of Credit or
other extension of credit hereunder (all such non-excluded
communications being referred to herein collectively as “Communications”), by transmitting the
Communications in an electronic/soft medium in a format acceptable to the Agent to
oploanswebadmin@citigroup.com. In addition, the Credit Parties agree to continue to provide the
Communications to the Administrative Agent in the manner specified in the Credit Documents, but
only to the extent requested by the Administrative Agent.


 


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The Credit Parties further agree that the Administrative Agent may make the Communications
available to the Lenders and the Issuing Banks by posting the Communications on Intralinks, Fixed
Income Direct or a substantially similar electronic transmission systems (the “Platform”). The
Credit Parties acknowledge that the distribution of material through an electronic medium is not
necessarily secure and that there are confidentiality and other risks associated with such
distribution.



THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO
NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND
EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO
EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF ITS OR ITS AFFILIATE’S
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”)
HAVE ANY LIABILITY TO ANY LENDER PARTY, ANY CREDIT PARTY OR ANY OTHER PERSON OR ENTITY FOR DAMAGES
OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR
EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE TRANSMISSION BY ANY CREDIT
PARTY, ANY OF THE AGENT PARTIES OR ANY OTHER PERSON OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT
TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A
COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT.



The Administrative Agent agrees that the receipt of the Communications by the Administrative
Agent at its email address set forth above during its normal business hours shall constitute
effective delivery of the Communications to the Administrative Agent for purposes of the Credit
Documents. Each Lender Party agrees that notice to it (as provided in the next sentence)
specifying that the Communications have been posted to the Platform shall constitute effective
delivery of the Communications to such Lender for purposes of the Credit Documents. Each Lender
Party agrees (i) to notify the Administrative Agent in writing (including by electronic
communication) from time to time of such Lender Party’s email address to which the foregoing notice
may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email
address.



 


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Nothing herein shall prejudice the right of the Credit Parties, the Administrative Agent,
the Issuing Lenders or any Lender to give any notice or other communication pursuant to any Credit
Document in any other manner specified in such Credit Document.



Section 8.03 No Waiver; Remedies. No failure on the part of any Lender, the Issuing
Banks or the Administrative Agent to exercise, and no delay in exercising, any right under any
Credit Document shall operate as a waiver thereof; nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of any other right. The
remedies provided in the Credit Documents are cumulative and not exclusive of any remedies provided
by law.



Section 8.04 Costs, Expenses and Indemnity. (a) Pride agrees to pay, upon demand by
the Administrative Agent, (i) all reasonable costs and expenses incurred by the Administrative
Agent, the Arrangers or any of their affiliates in connection with the preparation, execution,
delivery, administration, modification and amendment of the Credit Documents and the other
documents to be delivered under the Credit Documents, due diligence in connection with the Credit
Documents and syndication of the credit facilities contemplated herein, including the reasonable
fees and out-of-pocket expenses of counsel for the Administrative Agent with respect to
preparation, execution and delivery of the Credit Documents and the satisfaction of the matters
referred to in Section 3.01, and the reasonable costs and expenses of the Issuing Banks in
connection with any Letter of Credit, and (ii) all legal and other costs and expenses of the
Administrative Agent, the Issuing Banks and each Lender incurred during the existence of an Event
of Default in connection with the enforcement (whether through negotiations, legal proceedings or
otherwise) of the Credit Documents and the other documents to be delivered under the Credit
Documents or incurred in connection with any workout, restructuring or bankruptcy.




(b) If any payment of principal of, or Conversion of, any LIBOR Advance is made by any
Borrower other than on the last day of an Interest Period relating to such Advance, as a
result of a payment, Conversion, acceleration of the maturity of such Borrower’s Note, or
for any other reason, such Borrower shall, upon demand by any Lender (with a copy of such
demand to the Administrative Agent), pay to the Administrative Agent for the account of such
Lender any amounts required to compensate such Lender for any additional losses, costs or
expenses which it may reasonably incur as a result of such payment, Conversion,
acceleration, or other reason, including any loss (excluding loss of anticipated profits),
cost or expense incurred by reason of the liquidation or reemployment of deposits or other
funds acquired by such Lender to fund or maintain such Advance.




(c) Pride hereby indemnifies and holds harmless each Lender Party and each of their
respective directors, officers, employees and attorneys (collectively, “Indemnified
Parties”) from and against any and all claims, damages, losses, liabilities and expenses
(including reasonable fees and disbursements of counsel and claims, damages, losses,
liabilities and expenses relating to Environmental matters) (collectively, “Losses”)
for which any of them may become liable or which may be incurred by or asserted against an
Indemnified Party, in each case arising out of, related to or in connection with (i) any
transaction in which any proceeds of all or any part of the Advances are applied,
(ii) breach by Pride or any Subsidiary of any Credit


 


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Document, (iii) violation by Pride or
any Subsidiary of any Environmental Law or any other law, rule, regulation or order, or (iv)
any investigation, litigation, or proceeding, whether or not any Indemnified Party is a
party thereto, related to or in connection with any of the foregoing or any Credit Document
(expressly including any such losses attributable to the ordinary, sole or contributory
negligence of such Indemnified Party, but excluding any such losses attributable to the
gross negligence or willful misconduct of such Indemnified Party as determined pursuant to a
final non-appealable judgment of a court of competent jurisdiction). It is the intent of
the parties hereto that each Indemnified Party shall, to the extent provided in this
Section 8.04(c), be indemnified for its own ordinary, sole or contributory
negligence. The Administrative Agent will provide Pride prompt notice of any matter
(other than matters solely among Indemnified Parties) as to which indemnification pursuant
to this Section 8.04(c) is claimed. Any Indemnified Party that proposes to settle
or compromise any such indemnified claim shall give Pride written notice of the terms of
such proposed settlement or compromise reasonably in advance of settling or compromising
such claim or proceeding.




(d) Without prejudice to the survival of any other agreement hereunder, the agreements
and obligations of the Borrowers contained in this Section 8.04 shall survive the
payment in full of all Obligations.



Section 8.05 Right of Set-Off. Upon (a) the occurrence and during the continuance of
any Event of Default and (b) either (i) the Advances having become due and payable in accordance
with the terms hereof, or (ii) the making of the request or the granting of the consent specified
by Section 6.01 to authorize the Administrative Agent to declare the Advances due and
payable pursuant to the provisions of Section 6.01, each Lender is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Lender to or for the credit or the account of any Credit
Party against any and all of the obligations of such Credit Party now or hereafter existing under
any Credit Document, irrespective of whether or not such Lender shall have made any demand under
any Credit Document and although such obligations may be unmatured. Each Lender agrees promptly to
notify such Credit Party after any such set-off and application made by such Lender,
provided that the failure to give such notice shall not affect the validity of such set-off
and application. The rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of set-off) which such Lender may have.



Section 8.06 Assignments and Participations. (a) Each Lender may, in accordance with
applicable law, assign to one or more Lenders or other entities all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment, the Advances owing
to it and the Notes held by it); provided that (i) each such assignment shall be of a
constant, and not a varying, percentage of all rights and obligations under this Agreement in
respect of its Commitment and Advances (including the Letter of Credit Liabilities held by the
assigning Lender pursuant to Section 2.19), (ii) except in the case of an assignment of all
of a Lender’s rights and obligations under this Agreement or an assignment to another Lender, the
Commitment or the Dollar Equivalent amount of the Advances of the assigning Lender being
assigned pursuant to each such assignment (determined as of the date of the


 


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Transfer Agreement
with respect to such assignment) shall in no event be less than $5,000,000 and shall be in an
integral multiple of $1,000,000 (or if the Advances being assigned are denominated in Euros, the
smallest amount of Euros that has a Dollar Equivalent equal to or in excess of $1,000,000), (iii)
each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment
shall execute and deliver to the Administrative Agent, for acceptance by the Administrative Agent
and recording by the Administrative Agent in the Register, a Transfer Agreement, together with any
Notes then held by such assigning Lender (to the extent such assigning Lender is assigning all of
its rights and obligations under this Agreement) and a processing and recordation fee of $2,000
payable by the assignee. Upon such execution, delivery, acceptance and recording, from and after
the effective date specified in each Transfer Agreement, (x) the assignee thereunder shall be a
party hereto and, to the extent that rights and obligations hereunder have been assigned to it
pursuant to such Transfer Agreement, have the rights and obligations of a Lender hereunder, (y) the
Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been
assigned by it pursuant to such Transfer Agreement, relinquish its rights and be released from its
obligations under this Agreement (and, in the case of a Transfer Agreement covering all of an
assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a
party hereto except that the rights under Sections 2.06, 2.10, 2.13 and
8.04 of such Lender shall continue with respect to events and occurrences occurring before
or concurrently with its ceasing to be a party hereto), and (z) unless Pride consents to such
assignment, no such assignee shall be entitled to receive any greater payment pursuant to
Sections 2.06, 2.10 and 2.13 than the assigning Lender would have been
entitled to receive with respect to the rights assigned to such assignee, except as a result of
circumstances arising after, and that could not reasonably be expected at, the date of such
assignment.





(b) By executing and delivering a Transfer Agreement, the Lender assignor thereunder
and the assignee thereunder confirm to and agree with each other and the other parties
hereto as follows: (i) other than as provided in such Transfer Agreement, and other than
that the assignor is the legal and beneficial owner of the interest being assigned and that
the assigned interest is free and clear of any adverse claim, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with any Credit Document or any other
instrument or document furnished pursuant hereto or in connection herewith, the perfection,
existence, sufficiency or value of any collateral, guaranty or insurance or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of any Credit Document
or any other instrument or document furnished pursuant hereto or in connection herewith;
(ii) such assigning Lender makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Borrowers or any other Person or the
performance or observance by the Borrowers or any other Person of any of its respective
obligations under any Credit Document or any other instrument or document furnished pursuant
hereto or in connection herewith; (iii) such assignee confirms that it has received a copy
of this Agreement, together with copies of the financial statements referred to in
Section 4.01(e) and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such Transfer
Agreement; (iv) such assignee will, independently and without reliance upon the
Administrative Agent, the Issuing
Banks, such assigning Lender or any other Lender and based on such


 


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documents and
information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement, any of the other Credit
Documents or any other instrument or document; (v) such assignee confirms that it is an
Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to
take such action as Administrative Agent on its behalf and to exercise such powers and
discretion under the Credit Documents as are delegated to the Administrative Agent by the
terms hereof or thereof, together with such powers and discretion as are reasonably
incidental thereto and (vii) such assignee agrees that it will perform in accordance with
their terms all of the obligations which by the terms of this Agreement are required to be
performed by it as a Lender.




(c) The Administrative Agent shall maintain at its address referred to in Section
8.02 a copy of each Transfer Agreement delivered to and accepted by it and a register
for the recordation of the names and addresses of the Lenders and the Commitment and the
principal amount of the Advances owing to each Lender from time to time (the
“Register”). The entries in the Register shall be conclusive and binding for all
purposes, absent manifest error, and the Borrowers, the Administrative Agent, the Issuing
Banks and the Lenders may treat each Person whose name is recorded in the Register as a
Lender hereunder for all purposes of this Agreement. The Register shall be available for
inspection by the Borrowers or any Lender at any reasonable time and from time to time upon
reasonable prior notice.




(d) Upon its receipt of a Transfer Agreement executed by an assigning Lender and an
assignee representing that it is an Eligible Assignee, together with any Notes then held by
such assigning Lender (to the extent such assigning Lender is assigning all of its rights
and obligations under this Agreement), the Administrative Agent shall, if such Transfer
Agreement has been completed and is in substantially the form of Exhibit F, (i)
accept such Transfer Agreement, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to Pride. Within five Business Days after its
receipt of such notice, if such Eligible Assignee is not a Lender immediately prior to the
effectiveness of such Transfer Agreement and requests a Note, an authorized officer of each
Borrower shall execute and deliver to the Administrative Agent, or such Eligible Assignee, a
Note executed by such Borrower in accordance with Section 2.02(f) (each such Note
shall be dated the effective date of such Transfer Agreement, shall be properly completed
and shall otherwise be in substantially the form of Exhibit A-1 or Exhibit
A-2, as applicable).




(e) Each Lender, in accordance with applicable law, may sell participations to one or
more Lenders or other entities (other than Pride or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement (including all or a portion of
any of its Commitments, the Advances owing to it and the Notes held by it); provided
that (i) such Lender’s obligations under this Agreement (including its Commitment to the
Borrowers hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations, (iii) such
Lender shall remain the holder of any such Notes for all purposes of this Agreement, (iv)
the Borrowers, the Administrative Agent, the Issuing Banks and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such


 


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Lender’s
rights and obligations under this Agreement, (v) the terms of any such participation shall
not restrict such Lender’s ability to make any amendment or waiver of any Credit Document or
such Lender’s ability to consent to any departure by the Borrowers therefrom without the
approval of the participant, except that the approval of the participant may be required to
the extent that such amendment, waiver or consent would reduce the principal of, or interest
on, the Notes or any fees or other amounts payable hereunder, in each case to the extent
subject to such participation, or postpone any date fixed for any payment of principal of,
or interest on, the Notes or any fees or other amounts payable hereunder, in each case to
the extent subject to such participation, (vi) unless Pride otherwise consents, no such
participant shall be entitled to receive any greater payment pursuant to Sections
2.06, 2.10 and 2.13 than such Lender would have been entitled to receive
with respect to the rights assigned to such participant by such Lender, and (vii) such
Lender shall give prompt written notice of such participation to Pride and the
Administrative Agent.




(f) Notwithstanding any other provision set forth in this Agreement, any Lender may at
any time create a security interest in all or any portion of its rights under this Agreement
(including the Advances owing to it and the Notes held by it) in favor of any central bank
or any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board.



Section 8.07 Governing Law; Entire Agreement. This Agreement and the Notes 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).
This Agreement, the Notes, the other Credit Documents and any fee letter pertaining hereto
constitute the entire understanding among the parties hereto with respect to the subject matter
hereof and supersede any prior agreements, written or oral, with respect thereto.



Section 8.08 Interest. It is the intention of the parties hereto that the
Administrative Agent, the Issuing Banks, each Lender and each other Lender Party shall conform
strictly to usury laws applicable to it, if any. Accordingly, if the transactions with any Lender
Party contemplated hereby would be usurious under applicable law, if any, then, in that event,
notwithstanding anything to the contrary in any Credit Document, it is agreed as follows: (a) the
aggregate of all consideration which constitutes interest under applicable law that is contracted
for, taken, reserved, charged or received by any Lender Party under any Credit Document shall under
no circumstances exceed the maximum amount allowed by such applicable law and any excess shall be
cancelled automatically and, if theretofore paid, shall at the option of the such Lender Party, be
applied on the principal amount of the obligations owed to such Lender Party by the paying Borrower
or refunded by such Lender Party to the paying Borrower, and (b) in the event that the maturity of
any Note or other obligation payable to any Lender Party is accelerated or in the event of any
permitted prepayment, then such consideration that constitutes interest under law applicable to
such Lender Party may never include more than the maximum amount allowed by such applicable law and
excess interest, if any, to such Lender Party provided for in any Credit Document or otherwise
shall be cancelled automatically as of the date of such acceleration or prepayment and, if
theretofore paid, shall, at the option of such Lender Party be
credited by such Lender Party on the principal amount of the obligations owed to it by the
paying Borrower or refunded by such Lender Party to the paying Borrower.


 


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Section 8.09 Confidentiality. Each of the Administrative Agent, the Lenders and the
Issuing Banks agrees to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed:




(a) to its Affiliates and to its and its Affiliates’ respective managers,
administrators, trustees, partners, directors, officers, employees, agents, advisors and
other representatives (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed to keep such
Information confidential);




(b) to the extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National Association of
Insurance Commissioners);




(c) to the extent required by applicable laws or regulations or by any subpoena or
similar legal process;




(d) to any other party hereto;




(e) in connection with the exercise of any remedies hereunder or under any other Credit
Document or any action or proceeding relating to this Agreement or any other Credit Document
or the enforcement of rights hereunder or thereunder;




(f) subject to an agreement containing provisions substantially the same as those of
this Section 8.09, (i) to any assignee of, or participant in, or any prospective
assignee of or participant in, any of its rights or obligations under this Agreement, (ii)
in the case of any Lender, to any actual or prospective counterparty to any swap, derivative
or other transaction to which such Lender is or is proposed to be a party under which
payments are to be made by reference to the Borrowers and their obligations, this Agreement
or payments hereunder (but only to the extent such counterparty is a commercial bank,
financial institution or is otherwise reasonably acceptable to Pride), or (iii) to the CUSIP
Service Bureau or any similar organization;




(g) with the consent of Pride; or




(h) to the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section 8.09 or (y) becomes available to the
Administrative Agent, any Lender or any Issuing Bank on a nonconfidential basis from a
source other than the Pride or its Affiliates, excluding any Information from a source
which, to the actual knowledge of the Lender Party receiving such Information, has been
disclosed by such source in violation of a duty of confidentiality to Pride or any of its
Affiliates.


 


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For purposes of this Section 8.09, “Information” means all information
received from Pride or any of its Affiliates (including SPV’s) relating to Pride or any of its
Affiliates (including SPV’s) or any of their respective businesses, other than any such information
that is available to
the Administrative Agent, any Lender or any Issuing Bank on a nonconfidential basis prior to
disclosure by Pride or any of its Affiliates (including SPV’s), excluding any Information from a
source which, to the actual knowledge of the Lender Party receiving such Information, has been
disclosed by such source in violation of a duty of confidentiality to Pride or any of its
Affiliates. Any Person required to maintain the confidentiality of Information as provided in this
Section 8.09 shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of such Information as
such Person would accord to its own confidential information. Without prejudice to the survival of
any other agreement hereunder, the agreements and obligations of the Lender Parties contained in
this Section 8.09 shall survive the payment in full of all Obligations.



Section 8.10 Execution in Counterparts. This Agreement 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 8.11 Domicile of Loans. Subject to Section 2.10(c) and 2.13(f), each Lender
may transfer and carry its loans at, to or for the account of any office, Subsidiary or Affiliate
of such Lender provided that no Lender shall be relieved of its obligations as a result thereof.



Section 8.12 Binding Effect. This Agreement shall become effective when it shall have
been executed by the Borrowers, the Issuing Banks and the Administrative Agent and when the
Administrative Agent shall have, as to each Lender, either received a copy of a signature page
hereof executed by such Lender or been notified by such Lender that such Lender has executed it and
thereafter shall be binding upon and inure to the benefit of and be enforceable by the Borrowers,
the Administrative Agent, the Issuing Banks and each Lender and their respective successors and
assigns, except that the Borrowers shall not have the right to assign their respective rights
hereunder or any interest herein without the prior written consent of each Lender.



Section 8.13 WAIVER OF JURY TRIAL. THE BORROWERS, THE ADMINISTRATIVE AGENT, THE
ISSUING BANKS AND THE LENDERS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF THE NOTES, ANY LETTER OF
CREDIT, ANY OTHER CREDIT DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.



Section 8.14 Severability. In the event any one or more of the provisions contained
in this Agreement or in any other Credit Document should be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired thereby. The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the
invalid, illegal or unenforceable provisions.


 


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Section 8.15 FORUM SELECTION AND CONSENT TO JURISDICTION. THE BORROWERS HEREBY
IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE
NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK (OR THE STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE EVENT THE SOUTHERN
DISTRICT OF NEW YORK LACKS SUBJECT MATTER JURISDICTION), AND ANY APPELLATE COURT FROM ANY THEREOF,
IN ANY ACTION OR PROCEEDING BROUGHT BY THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY ISSUING BANK
ARISING OUT OF OR RELATING TO ANY OF THE CREDIT DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT. EACH BORROWER HEREBY AGREES THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH BORROWER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT
BY PRIDE OR ANY OF ITS SUBSIDIARIES AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY ISSUING BANK,
OR THEIR AFFILIATES ARISING OUT OF OR RELATING TO ANY OF THE CREDIT DOCUMENTS SHALL BE BROUGHT
EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (OR THE STATE
COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE EVENT THE SOUTHERN DISTRICT OF NEW YORK LACKS
SUBJECT MATTER JURISDICTION), AND ANY APPELLATE COURT FROM ANY THEREOF. NOTHING IN THIS AGREEMENT
OR IN ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR
ANY ISSUING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER CREDIT DOCUMENT AGAINST ANY CREDIT PARTY OR ITS PROPERTIES IN ANY COURT OF COMPETENT
JURISDICTION, INCLUDING THE JURISDICTIONS OF INCORPORATION OF ANY CREDIT PARTY NOT INCORPORATED IN
THE UNITED STATES.



THE BORROWERS IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES
SPECIFIED IN ACCORDANCE WITH SECTION 8.02. EACH OF THE BORROWERS HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED
TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE
EXTENT THAT ANY OF THE BORROWERS HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH BORROWER
HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THE CREDIT DOCUMENTS.


 


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Section 8.16 DAMAGES. EACH OF THE BORROWERS, THE ADMINISTRATIVE AGENT, THE ISSUING
BANKS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT
MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY
ACTION OR PROCEEDING REFERRED TO IN SECTION 8.15 ANY EXEMPLARY, PUNITIVE, SPECIAL OR
CONSEQUENTIAL DAMAGES; PROVIDED THAT NOTHING HEREIN SHALL CONSTITUTE A WAIVER BY THE
ADMINISTRATIVE AGENT, THE ISSUING BANKS OR ANY OTHER LENDER OF ANY RIGHT TO RECEIVE FULL PAYMENT OF
ALL OBLIGATIONS.



Section 8.17 Patriot Act Notice. Each Lender and the Administrative Agent (for itself
and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of
the Patriot Act, it is required to obtain, verify and record information that identifies the
Borrowers, which information includes the name and address of the Borrowers and other information
that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrowers
in accordance with the Patriot Act. Pride shall, and shall cause each of its Affiliates to,
provide, to the extent commercially reasonable, such information and take such actions as are
reasonably requested by the Administrative Agent or any Lender in order to assist the
Administrative Agent and the Lenders in maintaining compliance with the Patriot Act.



Section 8.18 Survival of Agreements, Representations and Warranties, Etc. All
warranties, representations and covenants made in or in connection with any Credit Document shall
be considered to have been relied upon by the Lender Parties and shall survive the issuance of any
Letters of Credit and the issuance and delivery of the Notes and the making of Advances regardless
of any investigation. In addition, the confidentiality provisions contained in Section
8.09 shall survive the termination of this Agreement.



Section 8.19 Judgment Currency. If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due hereunder or any other Credit Document in one currency
into another currency, the rate of exchange used shall be that at which in accordance with normal
banking procedures the Administrative Agent could purchase the first currency with such other
currency on the Business Day preceding that on which final judgment is given. The obligation of
each Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders
hereunder or under the other Credit Documents shall, notwithstanding any judgment in a currency
(the “Judgment Currency”) other than that in which such sum is denominated in accordance
with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged
only to the extent that on the Business Day following receipt by the Administrative Agent of any
sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with
normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the
amount of the Agreement Currency so purchased is less than the sum originally due to the
Administrative Agent or the Lenders from the Borrowers in the Agreement Currency, Pride agrees, as
a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent
or the Person to whom such obligation was owing against such loss. If the amount of the Agreement
Currency so purchased is greater than the sum originally due to the Administrative Agent or the
Lenders in such currency, the Administrative Agent agrees to return the amount of any excess to
Pride (or to any other Person who may be entitled thereto under applicable law).


 


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Section 8.20 Currency Conversion. All payments of Obligations under this Agreement,
the Notes or any other Credit Document shall be made in U.S. Dollars, except for
Advances funded, or Letter of Credit Liabilities with respect to Letters of Credit issued, in
Euros, which shall be repaid, including interest thereon, in Euros. If any payment of any
Obligation, whether through payment by any Credit Party or the proceeds of any collateral, shall be
made in a currency other than the currency required hereunder, such amount shall be converted into
the currency required hereunder at the rate determined by the Administrative Agent or Issuing Bank,
as applicable, as the rate quoted by it in accordance with methods customarily used by such Person
for such or similar purposes as the spot rate for the purchase by such Person of the required
currency with the currency of actual payment through its principal foreign exchange trading office
at approximately 11:00 A.M. (local time at such office) on the effective date of such conversion,
provided that the Administrative Agent or Issuing Bank, as applicable, may obtain such spot
rate from another financial institution actively engaged in foreign currency exchange if the
Administrative Agent or Issuing Bank, as applicable, does not then have a spot rate for the
required currency



Section 8.21 Determination and Notice of Exchange Rates. On each Calculation Date (x)
the Administrative Agent shall, not later than 4:00 P.M. (London time), determine the Exchange Rate
(other than any Issuing Bank Exchange Rate, if applicable) as of such Calculation Date and give
notice thereof, together with notice of any applicable Issuing Bank Exchange Rate, to the Lenders
and Pride and (y) if any Euro-denominated Letter of Credit Liabilities are outstanding on such
date, each applicable Issuing Bank shall, not later than 2:00 P.M. (London time), determine the
Exchange Rate as of such Calculation Date for all such Letter of Credit Liabilities outstanding as
of such date with respect to all Letters of Credit issued by such Issuing Bank or its affiliates
(the “Issuing Bank Exchange Rate”) and give prompt notice thereof to the Administrative
Agent. The Exchange Rates so determined shall become effective on the first Business Day
immediately following the relevant Calculation Date (a “Reset Date”), shall remain
effective until the next succeeding Reset Date, and shall for all purposes of this Agreement (other
than Section 8.20 or any other provision expressly requiring the use of a current exchange
rate) be the Exchange Rates employed in determining the Dollar Equivalent of the applicable amount
of Euros. Notwithstanding anything contained herein to the contrary, if any Issuing Bank fails to
timely deliver notice of its Issuing Bank Exchange Rate to the Administrative Agent pursuant to the
provisions of this Section 8.21, the Administrative Agent may determine such rate in
accordance with the definition of Exchange Rate and shall have no liability to such Issuing Bank
for such determination. Not later than 2:00 P.M. (London time) on each Reset Date, the
Administrative Agent shall determine the Dollar Equivalent of the aggregate principal amounts of
the Advances and Letter of Credit Liabilities denominated in Euros (after giving effect to any
Advances and/or Letters of Credit denominated in Euros being made, issued, repaid, or cancelled or
reduced on such date), notify the Lenders and Pride of the results of such determination.



Section 8.22 Substitution of Currency. If a change in the lawful currency of the
European Economic and Monetary Union occurs pursuant to any applicable law, rule or regulation of
any governmental, monetary or multi-national authority, this Agreement (including, without
limitation, the definition of LIBO Rate) will be amended to the extent determined by the
Administrative Agent (acting reasonably, in consultation with the Borrower and in accordance with
the terms of Section 8.01 hereof) to be necessary to reflect the change in such currency
and to put the Lenders and the Borrowers in the same position, so far as possible, that they would
have been in if no such change had occurred.


 


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ARTICLE IX

GUARANTY




Section 9.01 Guaranty. Pride hereby unconditionally and irrevocably guarantees the
punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all BVI
Borrower Obligations. Without limiting the generality of the foregoing, Pride’s liability shall
extend to all amounts which constitute part of the BVI Borrower Obligations even if such BVI
Borrower Obligations are declared unenforceable or not allowable in a bankruptcy, reorganization or
similar proceeding involving BVI Borrower, any other Credit Party or any other Person. The
foregoing guaranty is a guaranty of payment, not of collection, and Pride is primarily liable for
the payment of the BVI Borrower Obligations. In no event shall the Administrative Agent or any
other Lender Party have any obligation (although each such Person is entitled, at its option) to
proceed against BVI Borrower or any collateral pledged to secure the BVI Borrower Obligations
before seeking satisfaction from Pride of the BVI Borrower Obligations.



Section 9.02 Limit of Liability. Notwithstanding any provision herein to the
contrary, Pride’s liability under the Guaranty provided in this Article IX shall be limited
to an amount not to exceed as of any date of determination the greater of:




(a) the aggregate amount of all BVI Borrower Obligations outstanding on such date; or




(b) the amount which could be claimed by the Lender Parties from Pride under the
Guaranty provided in this Article IX without rendering such claim voidable or avoidable
under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform
Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law
after taking into account, among other things, any right to contribution or indemnification
or any other right Pride may have.



Section 9.03 Guaranty Absolute. Pride unconditionally and irrevocably guarantees that
the BVI Borrower Obligations will be paid strictly in accordance with the Credit Documents,
regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting
any BVI Borrower Obligations or the rights of any Person with respect thereto. The obligations of
Pride hereunder are independent of the obligations of any other Person in respect the BVI Borrower
Obligations, and a separate action or actions may be brought and prosecuted against any Person
regardless of whether any other Person is joined in any such action or actions. The liability of
Pride in respect of the Guaranty provided in this Article IX shall be absolute and unconditional
irrespective of:




(a) the lack of validity or unenforceability of any of the BVI Borrower Obligations or
any Credit Document for any reason whatsoever, including that the act of creating any of the
BVI Borrower Obligations is ultra vires, that the officers or representatives executing the
documents creating the BVI Borrower Obligations exceeded their authority, that the BVI
Borrower Obligations violate usury or other laws, or that any Credit Party has defenses to
the payment of the BVI Borrower Obligations,
including breach of warranty, statute of frauds, bankruptcy, statute of limitations,
lender liability, or accord and satisfaction;


 


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(b) any change in the time, manner, or place of payment of, or in any term of, any of
the BVI Borrower Obligations, any increase, reduction, extension, or rearrangement of the
BVI Borrower Obligations, any amendment, supplement, or other modification of the Credit
Documents, or any waiver or consent granted under the Credit Documents;




(c) any release, exchange, subordination, waste, or other impairment (including
negligent, willful, unreasonable, or unjustifiable impairment) of any collateral securing
payment of the BVI Borrower Obligations; the failure of any other Person to exercise
diligence or reasonable care in the preservation, protection, enforcement, sale, or other
handling of any such collateral; or the fact that any Lien related to any collateral for the
BVI Borrower Obligations shall not be properly perfected, or shall prove to be unenforceable
or subordinate to any other Lien;




(d) any full or partial release of any Credit Party (other than a full release of BVI
Borrower, together with satisfaction of the conditions in Section 9.08 with respect
to terminating the Guaranty provided in this Article IX) or any collateral;




(e) the failure to apply or the manner of applying any collateral or payments of the
proceeds of any collateral against the BVI Borrower Obligations;




(f) any change in the organization or structure of any Credit Party; any change in the
shareholders, directors, or officers of any Credit Party; or the insolvency, bankruptcy,
liquidation, or dissolution of any Credit Party or any defense that may arise in connection
with or as a result of any such insolvency, bankruptcy, liquidation or dissolution;




(g) the failure to give notice of any extension of credit made to BVI Borrower under
any Credit Document, notice of acceptance of the Guaranty set forth in this Article
IX, notice of any amendment, supplement, or other modification of any Credit Document,
notice of the execution of any document or agreement creating any BVI Borrower Obligations,
notice of any default or event of default, however denominated, under the Credit Documents,
notice of intent to demand, notice of demand, notice of presentment for payment, notice of
nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of
dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of
suit, notice of any transfer of any of the BVI Borrower Obligations, notice of the financial
condition of or other circumstances regarding any Credit Party, or any other notice of any
kind relating to any of the BVI Borrower Obligations;




(h) any payment or grant of collateral by any Credit Party to any Person being held to
constitute a preference, fraudulent obligation or fraudulent transfer under bankruptcy laws,
or for any reason any Person is required to refund such payment or release such collateral;


 


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(i) any other action taken or omitted which affects the BVI Borrower Obligations,
whether or not such action or omission prejudices Pride or increases the likelihood that
Pride will be required to pay the BVI Borrower Obligations pursuant to the terms hereof;




(j) the fact that all or any of the BVI Borrower Obligations cease to exist by
operation of law (other than as a result of the payment in full in cash of any or all of the
BVI Borrower Obligations), including by way of discharge, limitation or tolling thereof
under applicable bankruptcy laws; or




(k) any other circumstance which might otherwise constitute a defense available to, or
a discharge of, a guarantor (other than the payment in full in cash of the BVI Borrower
Obligations).



Section 9.04 Waiver of Notice and Other Remedies. Pride hereby waives promptness,
diligence, notice of acceptance, notice of acceleration, notice of intent to accelerate, and any
other notice with respect to any of the BVI Borrower Obligations and the guaranty set forth herein
and any requirement that any Person protect, secure, perfect or insure any security interest or
other Lien or any property subject thereto or exhaust any right to take any action against any
Credit Party or any other Person or any collateral. Pride agrees that its obligations under the
Guaranty provided in this Article IX shall not be subject to any counterclaims, offsets or
defenses against any Lender Party of any kind. There are no conditions precedent to the
enforcement of the Guaranty provided in this Article IX. No Lender Party shall be required
to mitigate damages or take any other action to reduce, collect, or enforce any of the BVI Borrower
Obligations.



Section 9.05 Deferral of Subrogation, Etc. Notwithstanding anything to the contrary
in this Agreement or any other Credit Document, until such time as the Obligations are irrevocably
paid in full and all Letters of Credit and Commitments are terminated, Pride hereby expressly and
irrevocably waives, on behalf of itself and its successors and assigns (including any surety), any
and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to
contribution, to indemnification, to set off or to any other rights that could accrue to a surety
against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor,
to an accommodation party against the party accommodated, to a holder or transferee against a
maker, or to the holder of any claim against any Person, and which Pride may have or hereafter
acquire in connection with or as a result of its execution, delivery and/or performance of this
Agreement, or any other documents to which Pride is a party or otherwise.



If any amount shall be paid to Pride in violation of this Section 9.05, such amount
shall be held in trust for the benefit of the Lender Parties, and shall promptly be paid to the
Administrative Agent for the benefit of the Lender Parties to be applied to the BVI Borrower
Obligations, whether matured or unmatured, as the Lender Parties may elect. Pride acknowledges
that it will receive direct and indirect benefits from the financing arrangements contemplated by
the Credit Documents and that the waivers set forth in this Section 9.05 are knowingly
made.


 


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Section 9.06 Reinstatement. The Guaranty provided in this Article IX shall
remain in full force and effect and continue to be effective should any petition be filed by or
against any Credit Party for liquidation or reorganization, should any Credit Party become
insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of such Credit Party’s assets, and shall continue to be
effective or be reinstated, as the case may be, if at any time payment and performance of the BVI
Borrower Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any Lender Party, whether as a “voidable
preference”, “fraudulent conveyance”, or otherwise, all as though such payment or performance had
not been made. In the event that any payment on account of the BVI Borrower Obligations, or any
part thereof, is rescinded, reduced, restored or returned, the BVI Borrower Obligations shall be
reinstated in the amount of such payment, or part thereof, that was rescinded, reduced, restored or
returned. The provisions of this Section 9.06 shall survive payment in full of the BVI
Borrower Obligations.



Section 9.07 Exercise of Remedies. The Administrative Agent, on behalf of the
Lenders, shall have the right to make demands, file suits and claims, engage in other proceedings
and exercise any other rights or remedies available to collect amounts owed pursuant to the terms
of this Article IX, and the Administrative Agent shall not need the consent of any other
Lender Party or Person to do so.



Section 9.08 Continuing Guaranty; Assignments. The Guaranty set forth in this
Article IX is a continuing guaranty and shall (a) remain in full force and effect until the
payment in full in cash of all of the BVI Borrower Obligations, the termination of all Letters of
Credit issued for the account of BVI Borrower and the termination of the Commitments, (b) be
binding upon Pride and its successors and assigns, and (c) inure to the benefit of each of the
Lender Parties and their respective successors, transferees and permitted assigns.



 


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



	 	 	 	 	 
	 	BORROWERS:



PRIDE INTERNATIONAL, INC.

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



Address for notices to one or more Credit Parties:




Attention of the Treasurer of Pride International,
Inc.

5847 San Felipe, Suite 3300

Houston, Texas 77057

Fax Number: 713-789-1430

Telephone Number: 713-789-1400




with copies to its Assistant Treasurer, Treasury

Operations and its General Counsel.




	 	 	 	 	 
	 	PRIDE INTERNATIONAL LTD.

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



Signature Page to the Pride Amended and Restated Revolving
Credit Agreement








 


 









 











	 	 	 	 	 
	 	



ADMINISTRATIVE AGENT:



CITIBANK, N.A., as Administrative Agent

 	 
	 	By:  	/s/ Andrew Sidford
 	 
	 	Name:  	Andrew Sidford 	 
	 	Title:  	Vice President 	 
	 



Signature Page to the Pride Amended and Restated Revolving
Credit Agreement








 


 









 











	 	 	 	 	 
	 	ISSUING BANKS



CITIBANK, N.A., as an Issuing Bank

 	 
	 	By:  	/s/ Andrew Sidford
 	 
	 	Name:  	Andrew Sidford 	 
	 	Title:  	Vice President 	 
	 



Signature Page to the Pride Amended and Restated Revolving
Credit Agreement








 


 









 











	 	 	 	 	 
	 	NATIXIS, as an Issuing Bank

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



Signature Page to the Pride Amended and Restated Revolving
Credit Agreement








 


 









 











	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as an Issuing Bank

 
	 	By:  	/s/ Sarah L. Sandercock
 	 
	 	Name:  	Sarah L. Sandercock 	 
	 	Title:  	Director 	 
	 



Signature Page to the Pride Amended and Restated Revolving
Credit Agreement








 


 









 











	 	 	 	 	 
	 	LENDERS



CITIBANK, N.A.

 	 
	 	By:  	/s/ Andrew Sidford
 	 
	 	Name:  	Andrew Sidford 	 
	 	Title:  	Vice President 	 
	 



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Credit Agreement








 


 









 











	 	 	 	 	 
	 	NATIXIS

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



Signature Page to the Pride Amended and Restated Revolving
Credit Agreement








 


 









 











	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

 
	 	By:  	/s/ Sarah L. Sandercock
 	 
	 	Name:  	Sarah L. Sandercock 	 
	 	Title:  	Director 	 
	 



Signature Page to the Pride Amended and Restated Revolving
Credit Agreement








 


 









 











	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ John Frazell
 	 
	 	Name:  	John Frazell 	 
	 	Title:  	Director 	 
	 



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	 	ING BANK N.V.

 	 
	 	By:  	/s/ J.J. Dicker
 	 
	 	Name:  	J.J. Dicker 	 
	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                          /s/ Michael Klemme
 	 
	 	Name:  	Michael Klemme 	 
	 	Title:  	Managing Director 	 
	 



Signature Page to the Pride Amended and Restated Revolving
Credit Agreement








 


 









 











	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ William W. Stevenson
 	 
	 	Name:  	William W. Stevenson 	 
	 	Title:  	Vice President 	 
	 



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	 	COMPASS BANK

 	 
	 	By:  	/s/ Stuart Murray
 	 
	 	Name:  	Stuart Murray 	 
	 	Title:  	Senior Vice President 	 
	 



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Credit Agreement








 


 









 











	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/ Mark H. Wolf
 	 
	 	Name:  	Mark H. Wolf 	 
	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                          /s/ Polly Schott
 	 
	 	Name:  	Polly Schott 	 
	 	Title:  	Director 	 
	 



Signature Page to the Pride Amended and Restated Revolving
Credit Agreement








 


 









 











	 	 	 	 	 
	 	HSBC BANK USA, N.A.

 	 
	 	By:  	/s/ Dale T. Wilson
 	 
	 	Name:  	Dale T. Wilson 	 
	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                                          /s/ Bruce Robinson
 	 
	 	Name:  	Bruce Robinson 	 
	 	Title:  	Vice President 	 
	 



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	 	STANDARD CHARTERED BANK

 	 
	 	By:  	/s/ James P. Hughes
 	 
	 	Name:  	James P. Hughes 	 
	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                          /s/ Robert K.
Reddington
 	 
	 	Name:  	Robert K. Reddington 	 
	 	Title:  	AVP/Credit Documentation 	 
	 



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Credit Agreement








 


 









 











	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Thomas Okamoto
 	 
	 	Name:  	Thomas Okamoto 	 
	 	Title:  	Vice President 	 
	 



Signature Page to the Pride Amended and Restated Revolving
Credit Agreement




 









 





	 	 	 	 	 
	 	AMEGY BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Kenyatta Gibbs
 	 
	 	Name:  	Kenyatta Gibbs 	 
	 	Title:  	Vice President 	 
	 



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Credit Agreement








 


 









 











	 	 	 	 	 
	 	UBS LOAN FINANCE LLC

 	 
	 	By:  	/s/ [Illegible]
 	 
	 	Name:  	[Illegible] 	 
	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	                                          /s/
[Illegible]
 	 
	 	Name:  	[Illegible] 	 
	 	Title:  	Director 	 
	 



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Credit Agreement








 


 









 











	 	 	 	 	 
	 	FIRST COMMERCIAL BANK, LTD., NEW YORK BRANCH

 	 
	 	By:  	/s/ Jenn-Hwa Wang
 	 
	 	Name:  	Jenn-Hwa Wang 	 
	 	Title:  	VP & General Manager 	 
	 



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Credit Agreement








 


 









 











	 	 	 	 	 
	 	ENCORE BANK, N.A.

 	 
	 	By:  	/s/ Robert S. Martin
 	 
	 	Name:  	Robert S. Martin 	 
	 	Title:  	Vice President 	 
	 



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Credit Agreement








 


 









 











	 	 	 	 	 
	 	HUA NAN COMMERCIAL BANK, NY AGENCY

 	 
	 	By:  	/s/ Henry Hsieh
 	 
	 	Name:  	Henry Hsieh 	 
	 	Title:  	Assistant Vice President 	 
	 



Signature Page to the Pride Amended and Restated Revolving
Credit Agreement