Exhibit 4.2






Exhibit 4.2




JOINDER AGREEMENT




THIS JOINDER AGREEMENT (this “Agreement”) dated as of October 28, 2010, is being
executed and delivered pursuant to the provisions of Section 2.16 of that certain Amended and
Restated Revolving Credit Agreement dated as of July 30, 2010, among Pride International, Inc.
(“Pride”) and Pride International Ltd. (together with Pride, the “Borrowers”, and
each, a “Borrower”), the Lenders from time to time parties thereto, the Issuing Banks
parties thereto, and Citibank, N.A., as Administrative Agent for the Lenders (as the same has been,
and may hereafter be, amended, restated and supplemented from time to time, the “Credit
Agreement”), by NIBC Bank N.V., which was not, prior to the date hereof, a Lender under the
Credit Agreement (the “Additional Lender”), and the Borrowers, and accepted by the
Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Credit Agreement.



RECITALS




A. The Additional Lender has agreed to extend to the Borrowers a new Commitment in the amount
specified on Schedule I and to become a Lender for all purposes of the Credit Agreement.



B. The parties to this Agreement are entering into this Agreement for the purpose of effecting
the extension of the new Commitment of the Additional Lender, as contemplated by Section 2.16 of
the Credit Agreement.



AGREEMENT




Accordingly, the Additional Lender hereby agrees as follows:



1. The Additional Lender hereby extends to the Borrowers, subject to and on the terms and
conditions set forth in the Credit Agreement, a Commitment in the amount shown on Schedule
I attached to this Agreement, from and after the Effective Date of this Agreement, and agrees
to perform in accordance with the terms thereof all of the obligations which by the terms of the
Credit Agreement and the other Credit Documents are required to be performed by it as a Lender
thereunder. The Additional Lender represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Agreement and to
consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(ii) from and after the Effective Date of this Agreement, it shall be bound by the provisions of
the Credit Agreement as a Lender thereunder and shall have and perform all of the obligations of a
Lender thereunder, and (iii) it has received a copy of the Credit Agreement, together with copies
of the most recent financial statements delivered pursuant to Section 5.01(a) of the Credit
Agreement, and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Agreement and to extend its Commitment to the
Borrowers pursuant to the terms of the Credit Agreement, on the basis of
which it has made such analysis and decision independently and without reliance on the
Administrative Agent, any Issuing Bank or any other Lender. The


 


 









 





Additional Lender agrees that
it
will, independently and without reliance on the Administrative Agent, any Issuing Bank or any other
Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions and analysis in taking or not taking action under the
Credit Agreement or any other Credit Document. The Additional Lender has submitted, or shall
promptly hereafter submit, to the Administrative Agent an administrative questionnaire duly
completed by the Additional Lender to be used and relied upon by the Administrative Agent for all
purposes of the Credit Agreement.




2. The Additional Lender acknowledges and agrees that the respective Commitments of the
Additional Lender and the other Lenders under the Credit Agreement are several and not joint
commitments and obligations of such Lenders. The Additional Lender further acknowledges and agrees
that, after giving effect to the additional Commitment as provided in this Agreement, the
respective Commitments and the respective Ratable Percentages of the Lenders shall be as set forth
on Schedule II.



3. The Additional Lender agrees that this Agreement and the effectiveness of the additional
Commitment as provided in this Agreement shall be subject to satisfaction by the Borrowers of the
following conditions and requirements:




(a) The Borrowers shall have delivered to the Administrative Agent the following in
form and substance satisfactory to the Administrative Agent:




(i) a counterpart of this Agreement signed by the Additional Lender and the
Borrowers;




(ii) duly executed Notes payable to the Additional Lender to the extent
requested by the Additional Lender; and




(iii) a certificate of the Secretary or Assistant Secretary of each Borrower,
attaching and certifying copies of the authorizing resolutions for the additional
Commitment and any Borrowings thereunder as provided in this Agreement.



The date on which the foregoing conditions have been satisfied shall be the “Effective
Date” of this Agreement.



4. Pride shall pay to the Administrative Agent all reasonable costs and expenses incurred by
the Administrative Agent in connection with this Agreement and the transactions contemplated
herein, including without limitation, all reasonable fees and expenses of counsel for the
Administrative Agent.



5. The Borrowers represent and warrant to the Administrative Agent and the Lenders, as of the
Effective Date, that (i) this Agreement has been duly authorized, executed and delivered by the
Borrowers, (ii) the Credit Agreement, as supplemented hereby, constitutes the
legal, valid and binding obligation of the Borrowers enforceable against the Borrowers in
accordance with its terms


 


 









 





except
as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights
generally and by general principles of equity, (iii) no Default or Event of Default exists, (iv)
all representations and warranties of the Borrowers set forth in the Credit Agreement are true and
correct in all material respects on 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), and (v) since the date of the most recent financial statements of Pride and its Subsidiaries
delivered to the Lenders pursuant to Section 5.01(a) of the Credit Agreement, 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 the Credit Agreement or any other Credit Document.




6. Except as supplemented hereby, the Credit Agreement and all other documents executed in
connection therewith shall remain in full force and effect. The Credit Agreement, as supplemented
hereby, and all rights, powers and obligations created thereby or thereunder and under the Credit
Documents and all such other documents executed in connection therewith are in all respects
ratified and confirmed.



7. This Agreement may be executed in multiple counterparts, each of which shall constitute an
original but all of which when taken together shall constitute one contract. Signature pages may
be detached from multiple separate counterparts and attached to a single counterpart so that all
signature pages are attached to the same document. Delivery of an executed counterpart by
facsimile or other electronic means shall be effective as delivery of a manually executed
counterpart of this Agreement. This Agreement, together with the applicable provisions of the
Credit Agreement, constitutes the entire agreement among the parties hereto regarding the subject
matter hereof and supersedes all prior agreements and understandings, oral or written, regarding
such subject matter.



8. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.



[Remainder of page intentionally left blank; signature pages follow.]





 


 









 








IN WITNESS WHEREOF, the Additional Lender and the Borrowers have caused this Agreement to be
duly executed and delivered by their respective authorized officers and representatives, and the
Administrative Agent, for the benefit of the Additional Lender and all other Lenders under the
Credit Agreement, has caused the same to be accepted by its authorized officer, as of the day and
year first above written.



	 	 	 	 	 
	 	NIBC BANK N.V.,

as the Additional Lender

 	 
	 	By:  	/s/ Jeroen van der Putten
 	 
	 	 	Name:  	Jeroen van der Putten 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	                     /s/ J.A. van Hessen
 	 
	 	 	Name:  	J.A. van Hessen 	 
	 	 	Title:  	Member of the Managing Board 	 
	 



[SIGNATURE PAGE TO JOINDER AGREEMENT]



 


 









 








	 	 	 	 	 
	 	PRIDE INTERNATIONAL, INC.,

as Borrower

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

as Borrower

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



ACCEPTED THIS 28th

DAY OF October, 2010:




	 	 	 	 	 
	CITIBANK, N.A.,

as Administrative Agent

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



[SIGNATURE PAGE TO JOINDER AGREEMENT]





 


 









 








Schedule I




ADDITIONAL COMMITMENT



	 	 	 	 	 
	Additional Lender	 	Additional Commitment	 
	 
	 	 	 	 
	NIBC Bank N.V.
	 	$	30,000,000	 






TOTAL ADDITION: $30,000,000




SCHEDULE I



 


 









 








Schedule II




LENDER COMMITMENTS AND RATABLE PERCENTAGES*



	 	 	 	 	 	 	 	 	 
	Lenders	 	Commitment Amounts	 	 	Ratable Percentages	 
	Amegy Bank, N.A.
	 	$	30,000,000	 	 	 	4.00	%
	Bank of America, N.A.
	 	$	50,000,000	 	 	 	6.67	%
	Bank of Nova Scotia
	 	$	50,000,000	 	 	 	6.67	%
	BNP Paribas
	 	$	40,000,000	 	 	 	5.33	%
	Citibank, N.A.
	 	$	75,000,000	 	 	 	10.00	%
	Compass Bank
	 	$	50,000,000	 	 	 	6.67	%
	Encore Bank, N.A.
	 	$	10,000,000	 	 	 	1.33	%
	First Commercial
	 	$	10,000,000	 	 	 	1.33	%
	HSBC Bank USA, N.A.
	 	$	40,000,000	 	 	 	5.33	%
	Hua Nan Commercial Bank, Ltd.
	 	$	10,000,000	 	 	 	1.33	%
	ING Bank N.V.
	 	$	75,000,000	 	 	 	10.00	%
	JPMorgan Chase Bank, N.A.
	 	$	50,000,000	 	 	 	6.67	%
	Natixis
	 	$	75,000,000	 	 	 	10.00	%
	Standard Chartered
	 	$	40,000,000	 	 	 	5.33	%
	UBS Loan Finance LLC
	 	$	40,000,000	 	 	 	5.33	%
	Wells Fargo Bank, National
Association
	 	$	75,000,000	 	 	 	10.00	%
	NIBC Bank N.V.
	 	$	30,000,000	 	 	 	4.00	%
	TOTAL
	 	$	750,000,000	 	 	 	100	%









			
	*	 	Upon the effectiveness of the Additional Commitment as provided in the Joinder
Agreement.







SCHEDULE II