exv4w7



 






Exhibit 4.7




THIRD AMENDMENT AGREEMENT




     This
Third Amendment Agreement, dated as of October 25, 2006
(this “Amendment”), is among (i)
Pride Offshore, Inc., a Delaware corporation (the “Borrower”), (ii) the financial
institutions signatory hereto and who are Lenders under the Credit Agreement (as defined in the
recitals below) (the “Lenders”), including Calyon New York Branch and Natexis Banques
Populaires, as swingline lenders under the Credit Agreement (the “Swingline Lenders”),
(iii) Citicorp North America, Inc., as administrative agent under the Credit Agreement (the
“Administrative Agent”), (iv) Citibank, N.A., as collateral agent (in such capacity, the
“Collateral Agent”), and as collateral trustee (in such capacity, the “Collateral
Trustee”), under the Credit Agreement, and (v) Calyon New York Branch and Natexis Banques
Populaires, as issuers of letters of credit under the Credit Agreement (the “Issuing
Banks”).



RECITALS




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



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



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



     Section 1. Amendments to Section 1.01 of Credit Agreement.



     Section 1.1. The definition of “Capital Expenditures” is hereby deleted.



     Section 1.2. The definition of “Distribution” is hereby amended by inserting “; provided,
however, that a payment (whether in cash, securities or other property and whether or not pursuant
to a merger, consolidation or otherwise) in consideration for or otherwise in connection with the
retirement, purchase, redemption or other acquisition of any Equity Interest of any Subsidiary
shall not be a Distribution” immediately prior to the period at the end thereof.



     Section 1.3. The definition of “Excluded Subsidiaries (Collateral)” is hereby amended by
inserting “, Subsidiaries with Consolidated Net Tangible Assets of less than $100,000, Domestic
Subsidiaries that are Subsidiaries of a Foreign Subsidiary” immediately after “Project Finance
Subsidiaries”.



     Section 1.4. The definition of “Excluded Subsidiaries (Guaranty)” is hereby amended by
inserting “, Subsidiaries with Consolidated Net Tangible Assets of less than $100,000, Subsidiaries
with Consolidated Net Tangible Assets of less than $5,000,000 that have newly



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become Included Foreign Guarantors (provided that such Subsidiaries shall only be Excluded
Subsidiaries (Guaranty) for the first 45 days after newly becoming Included Foreign Guarantors),
Domestic Subsidiaries that are Subsidiaries of a Foreign Subsidiary” immediately after “Project
Finance Subsidiaries”.



     Section 1.5. The definition of “Excluded Subsidiaries (Pledge)” is hereby amended by inserting
“, Subsidiaries with Consolidated Net Tangible Assets of less than $100,000, Subsidiaries with
Consolidated Net Tangible Assets of less than $5,000,000 that have newly become Included Foreign
Pledge Subsidiaries (provided that such Subsidiaries shall only be Excluded Subsidiaries (Pledge)
for the first 45 days after newly becoming Included Foreign Pledge Subsidiaries) and Domestic
Subsidiaries that are Subsidiaries of a Foreign Subsidiary” immediately after “Project Finance
Subsidiaries”.



     Section 1.6. The definition of “First Tier Foreign Subsidiary” is hereby amended by inserting
“(that is not a Subsidiary of a Foreign Subsidiary)” immediately after “Domestic Subsidiary”.



     Section 1.7. Clause (ii), (iii) and (iv) of the definition of “Permitted Investments” are
hereby deleted and replaced in their entirety with the following:




     “(ii) Investments in the Parent and Domestic Subsidiaries (that are not subsidiaries of
Foreign Subsidiaries) made by the Parent or any Subsidiary, provided that any such
Investment in the Borrower or a Guarantor that is in the form of a loan from a Person other
than the Borrower or a Guarantor shall be subordinated to the Obligations on terms
reasonably satisfactory to the Administrative Agent;




     (iii) Investments in Foreign Subsidiaries (or in a Domestic Subsidiary that is a
Subsidiary of a Foreign Subsidiary) by other Foreign Subsidiaries (or by a Domestic
Subsidiary that is a Subsidiary of a Foreign Subsidiary), provided that any such
Investment in an Included Foreign Guarantor that is in the form of a loan from a Person
other than the Borrower or a Guarantor shall be subordinated to the Obligations on terms
reasonably satisfactory to the Administrative Agent; 




     (iv) Investments in Foreign Subsidiaries (or in a Domestic Subsidiary that is a
Subsidiary of a Foreign Subsidiary) by the Parent or a Domestic Subsidiary that is not a
Subsidiary of a Foreign Subsidiary if such Investments are used by the Foreign Subsidiaries
(or by the Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary) in the contract
drilling business or for a purpose related, ancillary or complementary to the business of
the Parent and its subsidiaries on the date hereof, provided that any such
Investment in an Included Foreign Guarantor that is in the form of a loan from a Person
other than the Borrower or a Guarantor shall be subordinated to the Obligations on terms
reasonably satisfactory to the Administrative Agent;”



     Section 2. Amendment to Section 5.02 of Credit Agreement. Section 5.02(p) of the
Credit Agreement is hereby amended and restated in its entirety to read as follows:



               (p) Reserved



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     Section 3. Waivers. The Majority Lenders hereby waive any breach of, and any Default
or Event of Default under, the Credit Agreement, and any breach of, and any default or event of
default under, any other Credit Document, (i) that may exist as a result of the failure to pledge
any Equity Interests of Redfish Holdings S. de R.L. de C.V., a Mexican limited liability company
(“Redfish Holdings”), provided that Redfish Holdings ceases to be an Included Foreign
Pledge Subsidiary within 90 days after the date hereof, or (ii) that may exist but would not exist
if the amendments effected hereby were effective as of the date of the Credit Agreement.



     Section 4. Miscellaneous; Representations and Warranties.




     Section 4.1. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to its conflicts of law rules
(other than Section 5-1401 of the New York General Obligations Law).



     Section 4.2. Preservation. Except as expressly modified, consented to or waived
herein, all terms and provisions of the Credit Agreement and each other Credit Document remain in
full force and effect in accordance with the provisions thereof and are hereby ratified and
confirmed in all respects by the parties.



     Section 4.3. Limited Waivers and Consent. The waivers and consent contained herein are
limited to the extent described herein and shall not be construed to be a waiver of, or consent to,
any other requirement of, or action prohibited by, the Credit Agreement or any other Credit
Document. The Lenders reserve the right to exercise any rights and remedies available to them in
connection with any other Defaults with respect to the Credit Agreement and any other provision of
any other Credit Document.



     Section 4.4. Execution in Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement.



     Section 4.5. Representations and Warranties. The Borrower hereby represents and
warrants to the Lender Parties that (i) the execution, delivery and performance by the Borrower of
this Amendment, and the performance of the Credit Documents by the Credit Parties party thereto,
are within each such Credit Party’s respective company powers, have been duly authorized by all
necessary company action of the Borrower and each other Credit Party, require no material
authorization, approval or other action by, or notice to or filing with, any governmental authority
or regulatory body, do not contravene (A) any such Credit Party’s certificate of incorporation or
bylaws or similar organizational documents, or (B) any law applicable to any of the Credit Parties,
and will not result in the creation or imposition of any Lien prohibited by the Credit Documents on
any asset of the Parent or of any Subsidiary, (ii) this Amendment has been duly executed and
delivered by the Borrower, (iii) this Amendment and the other Credit Documents constitute legal,
valid and binding obligations of the Credit Parties party thereto, enforceable against the Credit
Parties in accordance with their respective terms, except as such enforceability may be limited by
the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law
affecting creditors’ rights generally and by general principles of equity, (iv) after giving effect
to this Amendment, the representations and



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warranties contained in Section 4.01 of the Credit Agreement shall be true and correct on and
as of the date hereof as though made on and as of the date hereof, and the representations and
warranties contained in any other Credit Document are true and correct in all material respects on
and as of the date hereof as though made on and as of the date hereof (other than those
representations and warranties that expressly relate solely to a specific earlier date and that
remain correct as of such earlier date), and (v) after giving effect to this Amendment, no event
shall have occurred and be continuing, or would result from giving effect to this Amendment, which
constitutes a Default or an Event of Default.



     Section 4.6. Lender Credit Decision. Each of the Majority Lenders acknowledges that
it has, independently and without reliance upon the Administrative Agent or any other Lender Party
and based on such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Amendment and to agree to the various matters set forth
herein. Each of the Majority Lenders also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender Party and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking any action under the Credit Agreement.



     Section 4.7. Effectiveness. Following the execution of this Amendment by the Majority
Lenders and the Borrower, this Amendment will be effective in accordance with its terms as of the
date first above written. Delivery of an executed signature page to this Amendment by telecopier
shall be as effective as delivery of a manually executed counterpart of this Amendment.



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



[Signatures begin on the next page]




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	 	BORROWER:



PRIDE OFFSHORE, INC.

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








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	 	ADMINISTRATIVE AGENT:





CITICORP NORTH AMERICA, INC., as 
Administrative
Agent

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Authorized Officer      	 
	 	 	 	 
	 
	 	COLLATERAL AGENT AND COLLATERAL TRUSTEE:





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

Collateral Trustee

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Authorized Officer      	 
	 	 	 	 
	 
	 	ISSUING BANKS AND SWINGLINE LENDERS:





CALYON NEW YORK BRANCH,

as an Issuing Bank and as a Swingline Lender

 	 
	 	By:  	/s/ Page Dillehunt 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Michael D. Willis 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	NATEXIS BANQUES POPULAIRES,

as an Issuing Bank and as a Swingline Lender

 	 
	 	By:  	/s/ Daniel Payer
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                          /s/ Louis P. Laville, III
 	 
	 	 	Authorized Officer 	 
	 	 	 	 



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	 	LENDERS:





CITICORP NORTH AMERICA, INC.

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	NATEXIS BANQUES POPULAIRES

 	 
	 	By:  	/s/ Daniel Payer
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Louis P. Laville, III
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Claire M. Liu
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	NORDEA

 	 
	 	By:  	/s/
Hans Chr. Kjelsrud 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/
Martin Kahm 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS

 	 
	 	By:  	/s/ Saad Iqbal 	 
	 	 	Authorized Officer 	 
	 	 	 	 



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	 	By:  	/s/ Evelyn Thierry 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	CALYON NEW YORK BRANCH

 	 
	 	By:  	/s/ Page Dillehunt
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Michael D. Willis
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/ P. Philippon
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	SUMITOMO MITSUI BANKING CORPORATION

 	 
	 	By:  	/s/ Masakazu Hasegawa 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	SEB

 	 
	 	By:  	/s/ Tone Lunde Bakkep
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                               /s/ Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	CRÉDIT INDUSTRIEL ET COMMERCIAL

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



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	 	BECM

 	 
	 	By:  	/s/
M. Brickert 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	By:  	/s/
P. Acezard 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	DnB NOR BANK ASA

 	 
	 	By:  	/s/ Barbara Gronquist
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	 	 
	 	By:  	                              /s/ Kevin O’Hara
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	HSH NORDBANK AG

 	 
	 	By:  	/s/ Stefan Noll
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	 	 
	 	By:  	                             /s/ Kai Braunsdorf
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	BAYERISCHE HYPO-UND VEREINSBANK AG

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	AMEGY BANK NATIONAL ASSOCIATION 
(formerly
SOUTHWEST BANK OF TEXAS, N.A.)

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	THE GOVERNOR & COMPANY OF THE

BANK OF IRELAND
 	 
	 	By:  	/s/
Illegible (5385)
 	 
	 	 	Authorized Officer 	 
	 	 	 	 



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ACKNOWLEDGMENT AND CONSENT





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



	 	 	 	 	 
	 	GUARANTORS:



PRIDE INTERNATIONAL, INC.

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



	 	 	 	 	 
	 	MEXICO DRILLING LIMITED LLC

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



	 	 	 	 	 
	 	PRIDE CENTRAL AMERICA, LLC

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



	 	 	 	 	 
	 	PRIDE OFFSHORE INTERNATIONAL LLC

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








 









 











	 	 	 	 	 
	 	PRIDE SOUTH PACIFIC LLC

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



	 	 	 	 	 
	 	PRIDE DRILLING, LLC

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



	 	 	 	 	 
	 	PRIDE NORTH AMERICA LLC

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



	 	 	 	 	 
	 	MEXICO OFFSHORE INC.

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



	 	 	 	 	 
	 	PETROLEUM SUPPLY COMPANY

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



	 	 	 	 	 
	 	PRIDE INTERNATIONAL SERVICES, INC.

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








 









 











	 	 	 	 	 
	 	PRIDE MEXICO HOLDINGS, LLC

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



	 	 	 	 	 
	 	PRIDE INTERNATIONAL

MANAGEMENT GP LLC

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



	 	 	 	 	 
	 	PRIDE INTERNATIONAL

MANAGEMENT LP LLC

 	 
	 	By:  	/s/
Mindy Riddle 	 
	 	 	Name:  	Mindy Riddle 	 
	 	 	Title:  	President and Secretary 	 
	 



	 	 	 	 	 
	 	PRIDE INTERNATIONAL MANAGEMENT COMPANY LP



By Pride International Management GP LLC,

      its General Partner

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



	 	 	 	 	 
	 	PRIDE INTERNACIONAL DE MEXICO LLC

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