EXHIBIT 4.1**EXECUTION VERSION****FOURTH AMENDMENT AGREEMENT**     This Fourth Amendment Agreement, dated as of October 18, 2007 (this “Amendment”), isamong (i) Pride Offshore, Inc., a Delaware corporation (the “Borrower”), (ii) the financialinstitutions signatory hereto and who are Lenders under the Credit Agreement (as defined in therecitals below) (the “Lenders”), including Calyon New York Branch and Natexis BanquesPopulaires, 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 “CollateralTrustee”), under the Credit Agreement, and (v) Calyon New York Branch and Natexis BanquesPopulaires, as issuers of letters of credit under the Credit Agreement (the “IssuingBanks”).**RECITALS**     A. On July 7, 2004, the Borrower, the Revolving Lenders, the Term Lenders, the AdministrativeAgent, the Collateral Agent, the Issuing Banks, the Swingline Lenders and the guarantors partythereto entered into a Credit Agreement (such Credit Agreement, as amended, modified, supplemented,extended or restated from time to time, the “Credit Agreement”). Capitalized terms usedherein that are not defined herein and are defined in the Credit Agreement are used herein asdefined in the Credit Agreement.     B. The Borrower has requested, and the Majority Lenders are willing to effect, an amendment tothe 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, thereceipt and sufficiency of which are hereby acknowledged, the parties to this Amendment herebyagree as follows:     Section 1. Amendment to Section 5.02 of Credit Agreement. Section 5.02(m) of theCredit Agreement is hereby amended and restated in its entirety to read as follows:          (m) Reserved          Section 2. Miscellaneous; Representations and Warranties.          Section 2.1. Governing Law. This Amendment shall be governed by, and construed inaccordance with, the laws of the State of New York without regard to its conflicts of law rules(other than Section 5-1401 of the New York General Obligations Law).          Section 2.2. Preservation. Except as expressly modified herein, all terms and provisionsof the Credit Agreement and each other Credit Document remain in full force and effect inaccordance with the provisions thereof and are hereby ratified and confirmed in all respects by theparties.          Section 2.3. Execution in Counterparts. This Amendment may be executed in any number ofcounterparts 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 shallconstitute one and the same agreement.          Section 2.4. Representations and Warranties. The Borrower hereby represents and warrantsto the Administrative Agent, the Collateral Agent, the Collateral Trustee, the Issuing Banks andthe Lenders that (i) the execution, delivery and performance by the Borrower of this Amendment, andthe performance by the Borrower of the Credit Agreement, as amended hereby, are within theBorrower’s corporate powers, have been duly authorized by all necessary corporate action of theBorrower, require no material authorization, approval or other action by, or notice to or filingwith, any governmental authority or regulatory body, do not contravene (A) the Borrower’scertificate of incorporation or bylaws, or (B) any law applicable to the Borrower, and will notresult in the creation or imposition of any Lien prohibited by the Credit Agreement on any asset ofthe Parent or of any Subsidiary, (ii) this Amendment has been duly executed and delivered by theBorrower, (iii) this Amendment and the Credit Agreement, as amended hereby, constitute legal, validand binding obligations of the Borrower, enforceable against the Borrower in accordance with theirrespective terms, except as such enforceability may be limited by the effect of any applicablebankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rightsgenerally and by general principles of equity, (iv) after giving effect to this Amendment, therepresentations and warranties contained in Section 4.01 of the Credit Agreement are true andcorrect on and as of the date hereof as though made on and as of the date hereof, and therepresentations and warranties contained in any other Credit Document are true and correct in allmaterial respects on and as of the date hereof as though made on and as of the date hereof (otherthan those representations and warranties that expressly relate solely to a specific earlier dateand that remain correct as of such earlier date), and (v) no event has occurred and is continuing,or would result from giving effect to this Amendment, which constitutes a Default or an Event ofDefault.          Section 2.5. Lender Credit Decision. Each of the Lenders acknowledges that it has,independently and without reliance upon the Administrative Agent or any other Lender Party andbased on such documents and information as it has deemed appropriate, made its own credit analysisand decision to enter into this Amendment and to agree to the various matters set forth herein.Each of the Lenders also acknowledges that it will, independently and without reliance upon theAdministrative Agent or any other Lender Party and based on such documents and information as itshall deem appropriate at the time, continue to make its own credit decisions in taking or nottaking any action under the Credit Agreement.          Section 2.6. Effectiveness. Following the execution of this Amendment by the MajorityLenders and the Borrower, this Amendment will be effective in accordance with its terms as of thedate first above written. Delivery of an executed signature page to this Amendment by telecopiershall be as effective as delivery of a manually executed counterpart of this Amendment.[Signatures begin on the next page]
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by theirrespective officers thereunto duly authorized, as of the date first above written.      **BORROWER:**