exv4w2






Exhibit 4.2




EXECUTION VERSION




 





PRIDE INTERNATIONAL, INC.




and




THE BANK OF NEW YORK MELLON,

as Trustee




 






Second Supplemental Indenture




Dated as of June 2, 2009




 






to the Indenture

Dated as of July 1, 2004




 






81/2% Senior Notes due 2019




      




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE 1 SUPPLEMENT OF THE ORIGINAL INDENTURE
	 	 	1	 
	 
	 	 	 	 
	SECTION 1.01 Supplement to Article I of the Original Indenture
	 	 	1	 
	SECTION 1.02 Supplement to Article III of the Original Indenture
	 	 	6	 
	SECTION 1.03 Supplement to Article IV of the Original Indenture
	 	 	10	 
	SECTION 1.04 Supplement to Article IX of the Original Indenture
	 	 	11	 
	SECTION 1.05 Effect of Article 1
	 	 	12	 
	 
	 	 	 	 
	ARTICLE 2 THE NOTES
	 	 	12	 
	 
	 	 	 	 
	SECTION 2.01 Form and Terms
	 	 	12	 
	SECTION 2.02 Designation, Amount, etc
	 	 	12	 
	SECTION 2.03 Payment of Principal and Interest
	 	 	12	 
	SECTION 2.04 Denominations
	 	 	13	 
	SECTION 2.05 Legends
	 	 	13	 
	SECTION 2.06 Redemption at the Option of the Company
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 3 REPRESENTATIONS OF THE COMPANY
	 	 	14	 
	 
	 	 	 	 
	SECTION 3.01 Authority of the Company
	 	 	14	 
	SECTION 3.02 Truth of Recitals and Statements
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 4 CONCERNING THE TRUSTEE
	 	 	14	 
	 
	 	 	 	 
	SECTION 4.01 Acceptance of Trusts
	 	 	14	 
	SECTION 4.02 No Responsibility of Trustee for Recitals, Etc
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 5 MISCELLANEOUS PROVISIONS
	 	 	14	 
	 
	 	 	 	 
	SECTION 5.01 Succession of the Trustee
	 	 	14	 
	SECTION 5.02 Address of Trustee for Notices
	 	 	14	 
	SECTION 5.03 Relation to the Original Indenture
	 	 	14	 
	SECTION 5.04 Meaning of Terms
	 	 	15	 
	SECTION 5.05 Counterparts of Supplemental Indenture
	 	 	15	 
	SECTION 5.06 Governing Law
	 	 	15	 






Exhibit A Form of Note




     This Table of Contents does not constitute part of the Indenture or have any bearing upon the
interpretation of any of its terms and provisions.



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          THIS SECOND SUPPLEMENTAL INDENTURE, dated as of June 2, 2009 is between Pride International,
Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking
corporation (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”) under the
Indenture (as defined below).




W I T N E S S E T H:




          WHEREAS, the Company has duly authorized the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (the “Securities”), which are to be issued in
one or more series, and the Company has heretofore made, executed and delivered to the Trustee its
Indenture dated as of July 1, 2004 (the “Original Indenture”) pursuant to which the Securities are
issuable;




          WHEREAS, Sections 2.01, 2.03 and 9.01 of the Original Indenture provide that the form or terms
of any series of Securities may be established in an Indenture supplemental thereto, and the
Company desires to establish in this Second Supplemental Indenture both the form and terms of a
series of Securities designated as its 81/2% Senior Notes due 2019 (the “Notes”); and




          WHEREAS, all things necessary to authorize the execution and delivery of this Second
Supplemental Indenture, to establish the Notes as provided for in this Second Supplemental
Indenture, and to make the Original Indenture, as supplemented by this Second Supplemental
Indenture and as it may otherwise be supplemented thereafter with applicability to the Notes (the
Original Indenture, as so supplemented, being sometimes referred to herein as the “Indenture”), a
valid agreement of the Company, in accordance with its terms, have been done;




          NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH that, for and in consideration
of the premises and the purchase of the Notes by the Holders, the Company and the Trustee mutually
covenant and agree, solely for the equal and proportionate benefit of the respective Holders from
time to time of Notes and, solely with respect to Sections 5.01 and 5.02 hereof, other series of
Securities issued pursuant to the Original Indenture from time to time, as follows:




ARTICLE 1

SUPPLEMENT OF THE ORIGINAL INDENTURE




     Section 1.01 Supplement to Article I of the Original Indenture. Section 1.01 of the Original Indenture is
supplemented or superseded with respect to the Notes, in the case of definitional paragraphs that
may be inconsistent, by inserting therein, in alphabetical order, the following definitional
paragraphs:




     “2014 Notes” means the 7 3/8% Senior Notes due 2014 of the Company.




     “Attributable Indebtedness,” when used with respect to any Sale/Leaseback Transaction,
means, as at the time of determination, the present value (discounted at the rate set forth
or implicit in the terms of the lease included in such transaction) of the total obligations
of the lessee for rental payments (other than amounts required to be paid on account of
taxes, maintenance, repairs, insurance, assessments, utilities, operating and



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labor costs and other items which do not constitute payments for property rights)
during the remaining term of the lease included in such Sale/Leaseback Transaction
(including any period for which such lease has been extended). In the case of any lease
which is terminable by the lessee upon the payment of a penalty, such net amount shall be
the lesser of the net amount determined assuming termination upon the first date such lease
may be terminated (in which case the net amount shall also include the amount of the
penalty, but no rent shall be considered as required to be paid under such lease subsequent
to the first date upon which it may be so terminated) or the net amount determined assuming
no such termination.




     “Capitalized Lease Obligation” of any Person means any obligation of such Person to pay
rent or other amounts under a lease of property, real or personal, that is required to be
accounted for as a capital lease for financial reporting purposes in accordance with GAAP;
and the amount of such obligation shall be the capitalized amount thereof determined in
accordance with GAAP.




     “Change in Control” shall have the meaning given to such term in the First Supplemental
Indenture.




     “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker that would be used, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Notes.




     “Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if the Trustee
obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such
Quotations.




     “Consolidated Net Tangible Assets” means the total amount of assets (less applicable
reserves and other properly deductible items) after deducting (1) all current liabilities
(excluding the amount of those which are by their terms extendable or renewable at the
option of the obligor to a date more than 12 months after the date as of which the amount is
being determined and current maturities of long-term debt) and (2) all goodwill, tradenames,
trademarks, patents, unamortized debt discount and expense and other like intangible assets,
all as set forth on the most recent quarterly balance sheet of the Company and its
consolidated subsidiaries and determined in accordance with GAAP.




     “Corporate Trust Office of the Trustee” means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered, which, in
the case of The Bank of New York Mellon, shall be 101 Barclay Street, 8W, New York, New York
10286.



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     “First Supplemental Indenture” means the First Supplemental Indenture, dated July 7,
2004 and as amended from time to time in accordance therewith, to the Original Indenture
between the Company and the Trustee in respect of the 2014 Notes.




     “Funded Indebtedness” means all Indebtedness that matures on, or that is renewable at
the option of any obligor thereon to, a date more than one year after the date on which such
Indebtedness is originally incurred.




     “Indebtedness” of any Person means, without duplication, (i) all indebtedness of such
Person for borrowed money (whether or not the recourse of the lender is to the whole of the
assets of such Person or only to a portion thereof), (ii) all obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of
such Person in respect of letters of credit or other similar instruments (or reimbursement
obligations with respect thereto), other than standby letters of credit, performance bonds
and other obligations issued by or for the account of such Person in the ordinary course of
business, to the extent not drawn or, to the extent drawn, if such drawing is reimbursed not
later than the third Business Day following demand for reimbursement, (iv) all obligations
of such Person to pay the deferred and unpaid purchase price of property or services, except
trade payables and accrued expenses incurred in the ordinary course of business, (v) all
Capitalized Lease Obligations of such Person, (vi) all Indebtedness of others secured by a
Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person
(provided that if the obligations so secured have not been assumed in full by such Person or
are not otherwise such Person’s legal liability in full, then such obligations shall be
deemed to be in an amount equal to the greater of (a) the lesser of (1) the full amount of
such obligations and (2) the fair market value of such assets, as determined in good faith
by the Board of Directors of such Person, which determination shall be evidenced by a Board
Resolution, and (b) the amount of obligations as have been assumed by such Person or which
are otherwise such Person’s legal liability), and (vii) all Indebtedness of others (other
than endorsements in the ordinary course of business) guaranteed by such Person to the
extent of such guarantee.




     “Independent Investment Banker” means one of the Reference Treasury Dealers appointed
by the Company.




     “Joint Venture” means any partnership, corporation or other entity, in which up to and
including 50% of the partnership interests, outstanding voting stock or other equity
interests is owned, directly or indirectly, by the Company and/or one or more Subsidiaries.
A Joint Venture shall not be a Subsidiary.




     “Lien” means any mortgage, pledge, lien, charge, security interest or similar
encumbrance. For purposes of this Indenture, the Company or any Subsidiary of the Company
shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to
the interest of a vendor or lessor under any conditional sale agreement, Capitalized Lease
Obligation or other title retention agreement relating to such asset.



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     “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency
business thereof.




     “Pari Passu Indebtedness” means any Indebtedness of the Company, whether outstanding on
the Issue Date of the Notes or thereafter created, incurred or assumed, unless, in the case
of any particular Indebtedness, the instrument creating or evidencing the same or pursuant
to which the same is outstanding expressly provides that such Indebtedness shall be
subordinated in right of payment to the Notes.




     “Permitted Liens” shall mean (i) Liens existing on the Issue Date of the Notes; (ii)
Liens on property or assets of, or any shares of stock of, or other equity interests in, or
indebtedness of, any Person existing at the time such Person becomes a Subsidiary of the
Company or at the time such Person is merged into or consolidated with the Company or any of
its Subsidiaries or at the time of a sale, lease or other disposition of the properties of a
Person (or a division thereof) as an entirety or substantially as an entirety to the Company
or a Subsidiary; (iii) Liens in favor of the Company or any of its Subsidiaries; (iv) Liens
in favor of governmental bodies to secure progress or advance payments; (v) Liens securing
industrial revenue, pollution control or other revenue bonds; (vi) Liens on assets existing
at the time of acquisition thereof, securing all or any portion of the cost of acquiring,
constructing, improving, developing, expanding or repairing such assets or securing
Indebtedness incurred prior to, at the time of, or within 24 months after, the later of the
acquisition, the completion of construction, improvement, development, expansion or repair
or the commencement of commercial operation of such assets, for the purpose of (a) financing
all or any part of the purchase price of such assets or (b) financing all or any part of the
cost of construction, improvement, development, expansion or repair of any such assets;
(vii) statutory liens or landlords’, carriers’, warehouseman’s, mechanics’, suppliers’,
materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business
and with respect to amounts not yet delinquent or being contested in good faith by
appropriate proceedings; (viii) Liens in connection with legal proceedings or securing tax
assessments; (ix) Liens on the stock, partnership or other equity interest of the Company or
any Subsidiary in any Joint Venture or any Subsidiary that owns an equity interest in such
Joint Venture to secure Indebtedness, provided the amount of such Indebtedness is
contributed and/or advanced solely to such Joint Venture; and (x) any extensions,
substitutions, replacements or renewals in whole or in part of a Lien enumerated in clauses
(i) through (ix) above.




     “Principal Property” means any drilling rig or drillship, or integral portion thereof,
owned or leased by the Company or any Subsidiary and used for drilling offshore oil and gas
wells, which, in the opinion of the Board of Directors, is of material importance to the
business of the Company and its Subsidiaries taken as a whole, but no such drilling rig or
drillship, or portion thereof, shall be deemed of material importance if its net book value
(after deducting accumulated depreciation) is less than 2% of Consolidated Net Tangible
Assets.




     “Reference Treasury Dealer” means each of Goldman, Sachs & Co. (and its successors),
Citigroup Global Markets Inc. (and its successors), Banc of America Securities LLC (and its
successors), Wachovia Capital Markets, LLC (and its successors)



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and one other nationally recognized investment banking firm that is a primary U.S.
Government securities dealer (a “Primary Treasury Dealer”), specified from time to time by
the Company; provided, however, that if any of the foregoing shall cease to be a nationally
recognized investment banking firm that is a Primary Treasury Dealer, the Company shall
substitute therefor another nationally recognized investment banking firm that is a Primary
Treasury Dealer.




     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer as
of 3:30 p.m., New York time, on the third Business Day preceding such Redemption Date.




     “Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the
remaining scheduled payments of the principal thereof and interest thereon that would be due
after the related Redemption Date but for such redemption.




     “Sale/Leaseback Transaction” means any arrangement with any Person pursuant to which
the Company or any Subsidiary leases any Principal Property that has been or is to be sold
or transferred by the Company or the Subsidiary to such Person, other than (1) temporary
leases for a term, including renewals at the option of the lessee, of not more than five
years; (2) leases between the Company and a Subsidiary or between Subsidiaries; and (3)
leases of Principal Property executed by the time of, or within 12 months after the latest
of, the acquisition, the completion of construction, alteration, improvement or repair, or
the commencement of commercial operation of the Principal Property.




     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor to the rating agency business thereof.




     “Subsidiary” means a Person at least a majority of the outstanding voting stock of
which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries,
or by the Company and one or more other Subsidiaries. For the purposes of this definition,
“voting stock” means stock that ordinarily has voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such voting power by
reason of any contingency. A Joint Venture shall not be a Subsidiary.




     “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to
(i) the yield, under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated “H.15 (519)”
or any successor publication which is published weekly by the Board of Governors of the
Federal Reserve System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury Issue; provided that
if no maturity is within three months before or after the



5









 







Stated Maturity for the Notes, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will
be interpolated or extrapolated from such yields on a straight-line basis rounding to the
nearest month; or (ii) if such release (or any successor release) is not published during
the week preceding such calculation date or does not contain such yields, the rate per annum
equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption Date. The
Treasury Rate shall be calculated on the third Business Day preceding such Redemption Date.



     Section 1.02 Supplement to Article III of the Original Indenture. New Sections 3.12 through 3.18 are hereby
added to Article III of the Original Indenture, but only with respect to the Notes, as follows:




SECTION 3.12. Purchase of Notes at Option of the Holder upon Change in Control.




     (a) If the Company shall become obligated to mail a notice to Holders of the
2014 Notes pursuant to Section 3.12(b) included in Section 1.03 of the First
Supplemental Indenture (a “2014 Notes Offer”), the Company shall, at the option of
each Holder of the Notes, become obligated to repurchase the Notes held by such
Holder for cash at the purchase price specified in paragraph 7 of the Notes (the
“Change in Control Purchase Price”) as of the date specified as the “Change in
Control Purchase Date” in such 2014 Notes Offer (the “Change in Control Purchase
Date”), subject to satisfaction by or on behalf of such Holder of the Notes of the
requirements set forth in this Section 3.12.




     (b) Concurrently with the mailing of any 2014 Notes Offer pursuant to Section
3.12(b) included in Section 1.03 of the First Supplemental Indenture, the Company
shall mail a written notice of the relevant Change in Control by first-class mail to
the Trustee and to each Holder of Notes (and to beneficial owners if required by
applicable law). The notice shall include a form of Change in Control Purchase
Notice (as defined below) (substantially in the form of the Option of Holder to
Elect Purchase Upon Change in Control attached to the Form of Note (as defined
below)) to be completed by such Holder and shall state the following (all of which,
other than the Change in Control Purchase Price, shall be substantially the same as
for the 2014 Notes Offer):




     (1) briefly, the events causing a Change in Control and the date such Change in
Control is deemed to have occurred;




     (2) the date by which the Change in Control Purchase Notice pursuant to this
Section 3.12 must be given;




     (3) the Change in Control Purchase Date;




     (4) the Change in Control Purchase Price;



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     (5) the name and address of the Paying Agent;




     (6) that Notes must be surrendered to the Paying Agent to collect payment;




     (7) that the Change in Control Purchase Price for any Note as to which a Change
in Control Purchase Notice has been duly given and not withdrawn will be paid
promptly following the later of the Change in Control Purchase Date and the time of
surrender of such Note as described in clause (6) above;




     (8) any other procedures the Holder must follow to exercise rights under this
Section 3.12 and a brief description of those rights; and




     (9) the procedures for withdrawing a Change in Control Purchase Notice.




     (c) A Holder of Notes may exercise its rights specified in Section 3.12(a) upon
delivery of a written notice of purchase (a “Change in Control Purchase Notice”) to
the Paying Agent at any time prior to the close of business on the Change in Control
Purchase Date, stating:




     (1) the certificate number of any Note in certificated form which such Holder
will deliver to be purchased;




     (2) the portion of the principal amount of each Note which such Holder will
deliver to be purchased, which portion must be $1,000 or an integral multiple
thereof; and




     (3) that such Note shall be purchased as of the Change in Control Purchase Date
pursuant to the terms and conditions specified in paragraph 7 of the Notes and in
this Indenture.




     Receipt of the Note, whether prior to, on or after the Change in Control
Purchase Date (together with all necessary endorsements), by the Paying Agent shall
be a condition to the receipt by such Holder of the Change in Control Purchase Price
therefor; provided, however, that such Change in Control Purchase Price shall be so
paid pursuant to this Section 3.12 only if each Note so delivered to the Paying
Agent shall conform in all respects to the description thereof set forth in the
related Change in Control Purchase Notice.




     The Company shall purchase from the Holder thereof, pursuant to this Section
3.12, a portion of a Note if the principal amount of such portion is $1,000 or an
integral multiple of $1,000. Provisions of this Indenture that apply to the
purchase of all of a Note also apply to the purchase of such portion of such Note.




     Any purchase by the Company contemplated pursuant to the provisions of this
Section 3.12 shall be consummated by the payment of cash to the Holder according to
the second sentence of the first paragraph of Section 3.13.



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     Notwithstanding anything herein to the contrary, any Holder delivering to the
Paying Agent the Change in Control Purchase Notice contemplated by this Section
3.12(c) shall have the right to withdraw such Change in Control Purchase Notice at
any time prior to the close of business on the Change in Control Purchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance with
Section 3.13.




     The Paying Agent shall promptly notify the Company of the receipt by it of any
Change in Control Purchase Notice or written withdrawal thereof.




     From and after the time that there are no 2014 Notes outstanding under the
First Supplemental Indenture, Holders of the Notes will cease to have any right to
require the Company to purchase Notes pursuant to this Section 3.12 except to the
extent that a written notice of a Change in Control has been mailed to Holders of
the Notes pursuant to Section 3.12 hereof.



     SECTION 3.13. Effect of Change in Control Purchase Notice.




     Upon receipt by the Paying Agent of the Change in Control Purchase Notice in
accordance with Section 3.12 and compliance by the Company with Section 3.14, the
Holder of the Note in respect of which such Change in Control Purchase Notice was
given shall (unless such Change in Control Purchase Notice is withdrawn as specified
in the following paragraph) thereafter be entitled to receive solely the Change in
Control Purchase Price with respect to such Note. Such Change in Control Purchase
Price shall be paid to such Holder promptly following the later of (x) the Business
Day following the Change in Control Purchase Date with respect to such Note and (y)
the time of delivery of such Note to the Paying Agent by the Holder thereof in the
manner required by Section 3.12.




     A Change in Control Purchase Notice may be withdrawn by means of a written
notice of withdrawal delivered to the Paying Agent at any time prior to the close of
business on the Change in Control Purchase Date, specifying:




     (1) the certificate number of the Note in certificated form in respect of which
such notice of withdrawal is being submitted;




     (2) the principal amount of the Note with respect to which such notice of
withdrawal is being submitted; and




     (3) the principal amount, if any, of such Note (which must be $1,000 or an
integral multiple thereof) which remains subject to the original Change in Control
Purchase Notice and which has been or will be delivered for purchase by the Company.




     The Paying Agent will promptly return to the respective Holders thereof any
Notes (x) with respect to which a Change in Control Purchase Notice has been
withdrawn in compliance with this Indenture, or (y) held by it during the
continuance of an Event of Default (other than a default in the payment of the



8









 







Change in Control Purchase Price with respect to such Notes) in which case,
upon such return, the Change in Control Purchase Notice with respect thereto shall
be deemed to have been withdrawn.




SECTION 3.14. Deposit of Change in Control Purchase Price.




     By 11:00 a.m., New York City time, on the Business Day following the Change in
Control Purchase Date, the Company shall deposit with the Paying Agent (or, if the
Company is acting as Paying Agent, shall segregate and hold in trust as provided in
Section 2.06) an amount of cash in immediately available funds sufficient to pay the
aggregate Change in Control Purchase Price of all the Notes or portions thereof
which are to be purchased as of the Change in Control Purchase Date.




SECTION 3.15. Notes Purchased in Part.




     Any Note which is to be purchased under Section 3.12 only in part shall be
surrendered at the office of the Paying Agent (with, if the Company or the Trustee
so requires, due endorsement, or a written instrument of transfer in form
satisfactory to the Company and the Trustee executed by the Holder or such Holder’s
attorney duly authorized in writing), and the Company shall execute and the Trustee
shall authenticate and deliver to the Holder of such Note, without service charge, a
new Note or Notes, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Note so surrendered which is not purchased.




SECTION 3.16. Covenant to Comply with Securities Laws upon Purchase of Notes.




     In connection with any offer to purchase or purchase of Notes under Section
3.12, the Company shall (i) comply with the provisions of the Exchange Act that may
then be applicable, and (ii) file the related Schedule TO (or any successor
schedule, form or report) under the Exchange Act, if required.




SECTION 3.17. Repayment to the Company.




     The Trustee and the Paying Agent shall return to the Company, upon written
request, any cash, together with interest on such cash as hereinafter provided
(subject to the provisions of Section 7.07) held by them for the payment of a Change
in Control Purchase Price or Redemption Price that remains unclaimed as provided in
Section 8.03, provided, however, that to the extent that the aggregate amount of
cash so deposited by the Company exceeds the aggregate Change in Control Purchase
Price or Redemption Price, respectively, of the Notes or portions thereof to be
purchased or redeemed, then promptly after the Business Day following the Change in
Control Purchase Date or Redemption Date, as the case may be, the Trustee or the
Paying Agent, as the case may be, shall return any such excess to the Company
together with interest on any cash as hereinafter



9









 







provided (subject to the provisions of Section 7.07). Any cash deposited with
the Trustee or with the Paying Agent pursuant to this Article III shall be invested
by the Trustee or Paying Agent, as applicable, in short-term obligations of, or
fully guaranteed by, the United States of America, or commercial paper rated A-1 or
better by S&P or P-1 or better by Moody’s as specifically directed in writing by the
Company. Interest earned on such investments shall be repaid to the Company pursuant
to this Section 3.17. Except as provided for in this Section 3.17, neither the
Paying Agent nor the Trustee shall be under any liability for interest on any money
received by it pursuant to this Indenture.




SECTION 3.18. Outstanding Notes.




     If the Paying Agent holds, in accordance with this Indenture, by 11:00 a.m.,
New York City time, on the Business Day following a Change in Control Purchase Date,
money sufficient to pay the Change in Control Purchase Price of the Notes to be
purchased as of the Change in Control Purchase Date, then (i) the Change in Control
Purchase Price for such Notes shall be deemed paid and (ii) after such Change in
Control Purchase Date, such Notes shall cease to be outstanding, interest on such
Notes shall cease to accrue and all other rights of the Holder shall terminate
(other than the right to receive the Change in Control Purchase Price upon delivery
of the Note in accordance with the terms of this Indenture), whether or not such
Notes are delivered to the Paying Agent.



     SECTION 1.03 Supplement to Article IV of the Original Indenture. Article IV of the Original Indenture is
supplemented with respect to the Notes by inserting the following new Sections at the end thereof:




SECTION 4.08 Limitation on Liens.




     The Company shall not, and shall not permit any of its Subsidiaries to, issue,
assume or guarantee any Indebtedness for borrowed money secured by any Lien upon any
Principal Property or any shares of stock or Indebtedness of any Subsidiary that
owns or leases a Principal Property (whether such Principal Property, shares of
stock or Indebtedness are now owned or hereafter acquired) without making effective
provision whereby the Notes (together with, if the Company shall so determine, any
other Indebtedness or other obligation of the Company or any Subsidiary) shall be
secured equally and ratably with (or, at the option of the Company, prior to) the
Indebtedness so secured for so long as such Indebtedness is so secured. The
foregoing restrictions will not, however, apply to Indebtedness secured by Permitted
Liens.




     Notwithstanding the foregoing, the Company and its Subsidiaries may, without
securing the Notes, issue, assume or guarantee Indebtedness that would otherwise be
subject to the foregoing restrictions in an aggregate principal amount that,
together with all other such Indebtedness of the Company and its Subsidiaries that
would otherwise be subject to the foregoing restrictions (not including Indebtedness
permitted to be secured under the definition of Permitted



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Liens) and the aggregate amount of Attributable Indebtedness deemed outstanding
with respect to Sale/Leaseback Transactions (other than Sale/Leaseback Transactions
in connection with which the Company has voluntarily retired any of the Securities,
any Pari Passu Indebtedness or any Funded Indebtedness pursuant to Section 4.09(c))
does not at any one time exceed 15% of Consolidated Net Tangible Assets.




SECTION 4.09 Limitation on Sale/Leaseback Transactions.




     The Company shall not, and shall not permit any Subsidiary to, enter into any
Sale/Leaseback Transaction with any Person (other than the Company or a Subsidiary)
unless:




     (a) the Company or such Subsidiary would be entitled to incur Indebtedness in a
principal amount equal to the Attributable Indebtedness with respect to such
Sale/Leaseback Transaction secured by a Lien on the property subject to such
Sale/Leaseback Transaction pursuant to Section 4.08 without equally and ratably
securing the Notes pursuant to Section 4.08;




     (b) after the Issue Date of the Notes and within a period commencing nine
months prior to the consummation of such Sale/Leaseback Transaction and ending nine
months after such consummation, the Company or any Subsidiaries shall have expended
for property used or to be used in the ordinary course of business of the Company
and its Subsidiaries an amount equal to all or a portion of the net proceeds of such
Sale/Leaseback Transaction and the Company shall have elected to designate such
amount as a credit against such Sale/Leaseback Transaction (with any such amount not
being so designated to be applied as set forth in clause (c) below or as otherwise
permitted); or




     (c) the Company, during the nine-month period after the effective date of such
Sale/Leaseback Transaction, shall have applied to the voluntary defeasance or
retirement of any Securities, any Pari Passu Indebtedness or any Funded Indebtedness
an amount equal to the greater of the net proceeds of the sale or transfer of the
property leased in such Sale/Leaseback Transaction and the fair value, as determined
by the Board of Directors of the Company and evidenced by a Board Resolution, of
such property at the time of entering into such Sale/Leaseback Transaction (in
either case adjusted to reflect the remaining term of the lease and any amount
expended by the Company as set forth in clause (b) above).



     SECTION 1.04 Supplement to Article IX of the Original Indenture. Section 9.02 of the Original Indenture is
supplemented with respect to the Notes by deleting the word “or” at the end of clause (9) thereof,
replacing the period at the end of clause (10) thereof with “; or” and adding the following new
clause (11) to such Section:



11









 






     (11) materially and adversely affect the right provided in Article III
to require the Company to repurchase Notes in accordance with Section 3.12.



     SECTION 1.05 Effect of Article 1. The supplements to the Original Indenture set forth in Article 1 of this
Second Supplemental Indenture affect only the provisions of the Original Indenture as such
provisions relate to the Notes, the series of Securities comprised of the Notes and the rights,
remedies and obligations of the Company, the Holders of Notes, the Trustee and other Persons set
forth in the Original Indenture as such rights, remedies and obligations relate to the Notes.



ARTICLE 2

THE NOTES




     SECTION 2.01 Form and Terms. The Notes shall be issued upon original issuance in whole in the form of one or
more Global Securities (the “Global Notes”). The Depository Trust Company and the Trustee are
hereby designated as the Depositary and the Security Custodian, respectively, for the Global Notes
under the Indenture. The Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A hereto (the “Form of Note”). The terms of the Notes set
forth on Exhibit A hereto are incorporated by reference herein as if set forth herein in their
entirety.



     SECTION 2.02 Designation, Amount, etc.



          (a) The Notes shall be entitled the “81/2% Senior Notes due 2019” of the Company.




          (b) The limit upon the aggregate principal amount of the Notes that may be authenticated and
delivered under the Indenture (except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.08, 2.09, 2.12,
2.17, 3.07 or 9.05 of the Indenture and except for any Notes which, pursuant to Section 2.04 or
2.17 of the Indenture, are deemed never to have been authenticated and delivered thereunder) is
$500,000,000; provided, however, that the authorized aggregate principal amount of the Notes may be
increased before or after the issuance of any Notes by a Board Resolution (or action pursuant to a
Board Resolution) to such effect; provided further, however, that the authorized aggregate
principal amount of the Notes may be increased only if the additional Notes issued will be fungible
with the original Notes for United States federal income tax purposes. The Notes issued on the
Issue Date and any such additional Notes subsequently issued shall be treated as a single series
for all purposes under the Indenture, including, without limitation, waivers, amendments,
redemptions and offers to purchase.




          (c) The Notes shall not be entitled to the benefit of Section 4.03(b) of the Original
Indenture (and shall not constitute Rule 144A Securities).




     SECTION 2.03 Payment of Principal and Interest.



          (a) The date on which the principal of the Notes is payable shall be June 15, 2019.




12









 








          (b) The rate at which the Notes shall bear interest shall be 81/2% per annum. Interest on the
Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Interest
Payment Dates on which such interest shall be payable shall be June 15 and December 15 of each
year, commencing December 15, 2009. The record dates for the interest payable on the Notes on any
Interest Payment Date shall be the December 1 and June 1, as the case may be, next preceding such
Interest Payment Date.




          (c) No Additional Amounts with respect to the Notes shall be payable.




          (d) The place or places where the principal of, premium (if any) on and interest on the Notes
shall be payable shall be the office or agency of the Company maintained for that purpose,
initially the office of the Trustee in The City of New York, and any other office or agency
maintained by the Company for such purpose. Payments in respect of Global Notes (including
principal, premium, if any, and interest) shall be made by wire transfer of immediately available
funds to the accounts specified by the Holder of such Notes. In all other cases, at the option of
the Company, payment of interest may be made by check mailed to the address of the person entitled
thereto as such address shall appear in the register of the Notes maintained by the Registrar.




          (e) The Paying Agent and Registrar for the Notes initially shall be the Trustee.




     SECTION 2.04 Denominations. The Notes shall be issued in denominations of $2,000 or any integral multiple of
$1,000 above such amount.



     SECTION 2.05 Legends. Each Global Note shall bear the legend set forth on the face of the Form of Note.



     SECTION 2.06 Redemption at the Option of the Company.



          (a) The Notes are subject to redemption, in whole at any time and in part from time to time,
at the option of the Company, in principal amounts of $1,000 and integral multiples of $1,000 above
such amount (provided that the unredeemed portion of any Note redeemed in part may not be less than
$2,000), upon not less than 30 nor more than 60 days’ prior notice as provided in the Indenture, at
a Redemption Price equal to the sum of (i) 100% of the principal amount of the Notes to be
redeemed, (ii) the amount, if any, by which the sum of the present values of the Remaining
Scheduled Payments thereon (excluding accrued and unpaid interest to the Redemption Date),
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 50 basis points, exceeds the principal amount of
the Notes to be redeemed, and (iii) accrued and unpaid interest thereon to the Redemption Date.




          (b) The Company shall have no obligation to redeem, purchase or repay Notes pursuant to any
sinking fund or analogous provision or, except as provided in Section 3.12 of the Indenture, at the
option of a Holder thereof.




13









 








ARTICLE 3

REPRESENTATIONS OF THE COMPANY




     SECTION 3.01 Authority of the Company. The Company is duly authorized to execute and deliver this Second
Supplemental Indenture, and all corporate action on its part required for the execution and
delivery of this Second Supplemental Indenture has been duly and effectively taken.



     SECTION 3.02 Truth of Recitals and Statements. The Company warrants that the recitals of fact and statements
contained in this Second Supplemental Indenture are true and correct, and that the recitals of fact
and statements contained in all certificates and other documents furnished thereunder will be true
and correct.



ARTICLE 4

CONCERNING THE TRUSTEE




     SECTION 4.01 Acceptance of Trusts. The Trustee accepts the trusts hereunder and agrees to perform the same, but
only upon the terms and conditions set forth in the Original Indenture and in this Second
Supplemental Indenture, to all of which the Company and the respective Holders of the Notes at any
time hereafter outstanding agree by their acceptance thereof.



     SECTION 4.02 No Responsibility of Trustee for Recitals, Etc. The recitals and statements contained in this
Second Supplemental Indenture shall be taken as the recitals and statements of the Company, and the
Trustee assumes no responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Second Supplemental Indenture, except
that the Trustee is duly authorized by all necessary corporate actions to execute and deliver this
Second Supplemental Indenture.



ARTICLE 5

MISCELLANEOUS PROVISIONS




     SECTION 5.01 Succession of the Trustee. The Bank of New York Mellon hereby expressly assumes all of the
liabilities of JPMorgan Chase Bank under the Original Indenture for purposes of Section 7.09
thereof.



     SECTION 5.02 Address of Trustee for Notices. The address of the Trustee for notices set forth in Section 10.02
of the Original Indenture shall be as follows:


The Bank of New York Mellon

101 Barclay Street, 8W

New York, New York 10286

Attention: Corporate Finance Group

Telephone:       (212) 815-5995

Facsimile:       (212) 815-5704




     SECTION 5.03 Relation to the Original Indenture. The provisions of this Second Supplemental Indenture shall
become effective immediately upon the execution and delivery



14









 







hereof. This Second Supplemental
Indenture and all the terms and provisions herein contained shall form a part of the Original
Indenture as fully and with the same effect as if all such terms and provisions
had been set forth in the Original Indenture; provided, however, such terms and provisions shall be
so included in this Second Supplemental Indenture solely for the benefit of the Company, the
Trustee and the Holders of the Notes and, solely with respect to Sections 5.01 and 5.02 hereof,
other series of Securities issued pursuant to the Original Indenture from time to time. The
Original Indenture is hereby ratified and confirmed and shall remain and continue in full force and
effect in accordance with the terms and provisions thereof, as supplemented by this Second
Supplemental Indenture, and the Original Indenture and this Second Supplemental Indenture shall be
read, taken and construed together as one instrument.



     SECTION 5.04 Meaning of Terms. Any term used in this Second Supplemental Indenture which is defined in the
Original Indenture shall have the meaning specified in the Original Indenture, unless the context
shall otherwise require.



     SECTION 5.05 Counterparts of Supplemental Indenture. This Second Supplemental Indenture may be executed in
several counterparts, each of which shall be deemed an original, but all of which together shall
constitute one instrument.



     SECTION 5.06 Governing Law. This Second Supplemental Indenture and the Notes shall be governed by and construed
in accordance with the internal laws of the State of New York, except to the extent the laws of the
State of New York require the application of the laws of another jurisdiction.




15











 





          IN WITNESS WHEREOF, Pride International, Inc. has caused this Second Supplemental Indenture to
be executed in its corporate name by a duly authorized officer, and The Bank of New York Mellon has
caused this Second Supplemental Indenture to be executed by a duly authorized officer, all as of
the date first above written.




	 	 	 	 	 
	 	PRIDE INTERNATIONAL, INC.

 	 
	 	By:  	 	 
	 	 	Steven D. Oldham 	 
	 	 	Vice President and Treasurer 	 
	 
	 	THE BANK OF NEW YORK MELLON,

as Trustee

 	 
	 	By:  	 	 
	 	 	Laurence J. O'Brien 	 
	 	 	Vice President 	 
	 




16









 





Exhibit A




[FORM OF FACE OF SECURITY]



[Unless and until it is exchanged in whole or in part for Securities in definitive form, this
Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.
The Depository Trust Company (55 Water Street, New York, New York), a New York corporation
(“DTC”), shall act as the Depositary until a successor shall be appointed by the Company and the
Registrar. Unless this certificate is presented by an authorized representative of DTC to the
issuer or its agent for registration of transfer, exchange or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.]*




PRIDE INTERNATIONAL, INC.




81/2% SENIOR NOTE DUE 2019




CUSIP No.                     




			
	 	 	 
	No.                    
	 	$                    






          Pride International, Inc., a Delaware corporation (the “Company,” which term includes any
successor Person under the Indenture hereinafter referred to), for value received, promises to pay
to                      or registered assigns, the principal sum of                                          Dollars[, or
such greater or lesser amount as indicated on the Schedule of Exchanges of Securities hereto,]* on
June 15, 2019.




	 	 	 	 	 
	 

	 	Interest Payment Dates:
	 	June 15 and December 15
	 
	 	 	 	 
	 

	 	Record Dates:
	 	June 1 and December 1






          Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




A-1









 





          IN WITNESS WHEREOF, the Company has caused this Security to be signed manually or by facsimile
by its duly authorized officers.




Dated:




	 	 	 	 	 
	 	PRIDE INTERNATIONAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Certificate of Authentication:	 	 
	 
	 	 	 	 
	This is one of the Securities of the series
designated therein referred to in the within-
mentioned Indenture.	 	 
	 
	 	 	 	 
	THE BANK OF NEW YORK MELLON,

as Trustee	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 








 




			
	*	 	To be included only if the Security is a Global Security





A-2









 





[FORM OF REVERSE OF SECURITY]




PRIDE INTERNATIONAL, INC.




81/2% SENIOR NOTE DUE 2019




          This Security is one of a duly authorized issue of 81/2% Senior Notes due 2019 (the
“Securities”) of Pride International, Inc., a Delaware corporation (the “Company”).




          1. Interest. The Company promises to pay interest on the principal amount of this Security at
81/2% per annum. The Company will pay interest semiannually on June 15 and December 15 of each year
(each an “Interest Payment Date”), or if any such day is not a Business Day, on the next succeeding
Business Day. Interest on the Securities will accrue from the most recent Interest Payment Date on
which interest has been paid or, if no interest has been paid, from June 2, 2009; provided that if
there is no existing Default in the payment of interest, and if this Security is authenticated
between a record date referred to on the face hereof (each, a “Record Date”) and the next
succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date shall be December 15, 2009. The
Company shall pay interest on overdue principal and premium (if any) from time to time at a rate
equal to the interest rate then in effect; it shall pay interest on overdue installments of
interest (without regard to any applicable grace periods) from time to time at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year consisting of twelve
30-day months.




          2. Method of Payment. The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered Holders of Securities at the close of business on the
Record Date next preceding the Interest Payment Date, even if such Securities are canceled after
such Record Date and on or before such Interest Payment Date. The Holder must surrender this
Security to a Paying Agent to collect principal payments. The Company will pay the principal of,
premium (if any) on and interest on the Securities in money of the United States of America that at
the time of payment is legal tender for payment of public and private debts. Such amounts shall be
payable at the offices of the Trustee (as defined below); provided that, at the option of the
Company, the Company may pay such amounts (1) by wire transfer with respect to Global Securities or
(2) by check payable in such money mailed to a Holder’s registered address with respect to any
Securities.




          3. Paying Agent and Registrar. Initially, The Bank of New York Mellon (the “Trustee”), the
trustee under the Indenture (as defined below), will act as Paying Agent and Registrar. The
Company may change any Paying Agent, Registrar, co-registrar or additional paying agent without
notice to any Holder. The Company or any Subsidiary of the Company may act in any such capacity.




          4. Indenture. The Company issued the Securities under an Indenture, dated as of July 1, 2004
(the “Base Indenture”), between the Company and the Trustee, as amended and supplemented by the
Second Supplemental Indenture thereto, dated as of June 2, 2009 and as it may otherwise be
supplemented thereafter with applicability to the Securities (the Base Indenture, as so amended and
supplemented, the “Indenture”). The terms of the Securities




A-3









 




include those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (the “TIA”), as in effect on the date of execution of the
Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture
and the TIA for a statement of such terms and for the definitions of capitalized terms used but not
defined herein. The Securities are unsecured general obligations of the Company limited to
$500,000,000 in aggregate principal amount; provided, however, that the authorized aggregate
principal amount of the Securities may be increased before or after the issuance of any Securities
by a Board Resolution (or action pursuant to a Board Resolution) to such effect; provided further,
however, that the authorized aggregate principal amount of the Securities may be increased only if
the additional Securities issued will be fungible with the original Securities for United States
federal income tax purposes. The Base Indenture provides for the issuance of other series of debt
securities (including the Securities, the “Debt Securities”) thereunder.




          5. Denominations, Transfer, Exchange. The Securities are in registered form without coupons
in minimum denominations of $2,000 and any integral multiples of $1,000. The transfer of
Securities may be registered and Securities may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. Neither the Company, the Trustee nor the Registrar shall be required to register
the transfer or exchange of (a) any Security selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part, or (b) any Security during the
period beginning 15 Business Days before the mailing of notice of redemption of Securities to be
redeemed and ending at the close of business on the day of mailing.




          6. Persons Deemed Owners. The registered Holder of a Security shall be treated as its owner
for all purposes.




          7. Purchase by the Company at the Option of the Holder upon a Change in Control. Upon the
terms and subject to the conditions of the Indenture, if the Company shall become obligated to mail
a notice to Holders of the Company’s 7 3/8% Senior Notes due 2014 pursuant to Section 3.12(b)
included in Section 1.03 of the First Supplemental Indenture, the Company shall, at the option of
each Holder of the Securities, purchase all Securities for which a Change in Control Purchase
Notice shall have been delivered as provided in the Indenture and not withdrawn, as of the Change
in Control Purchase Date specified therein, for a Change in Control Purchase Price equal to 101% of
the principal amount of such Securities, plus accrued and unpaid interest, if any, thereon through
and including the Change in Control Purchase Date (subject to the right of Holders on a Record Date
to receive interest due on the relevant Interest Payment Date). The Change in Control Purchase
Price shall be paid in cash.




          Holders of Securities have the right to withdraw any Change in Control Purchase Notice by
delivering to the Paying Agent a written notice of withdrawal prior to the close of business on the
Change in Control Purchase Date in accordance with the provisions of the Indenture.




          If cash sufficient to pay the Change in Control Purchase Price of all Securities or portions
thereof to be purchased as of the Change in Control Purchase Date is deposited with the




A-4









 




Paying Agent on the Business Day following the Change in Control Purchase Date, then interest
ceases to accrue on such Securities (or portions thereof) after the Change in Control Purchase Date
and the Holders thereof shall have no other rights as such (other than the right to receive the
Change in Control Purchase Price upon surrender of such Security). No interest on the Securities
to be purchased will be payable by the Company on any Interest Payment Date subsequent to the
Business Day following the Change in Control Purchase Date, if the requirements of the immediately
preceding sentence are satisfied.




          8. Redemption. The Securities are subject to redemption, in whole at any time and in part
from time to time, at the option of the Company, in principal amounts of $1,000 and integral
multiples of $1,000 above such amount (provided that the unredeemed portion of any Security
redeemed in part may not be less than $2,000), upon not less than 30 nor more than 60 days’ prior
notice as provided in the Indenture, at a Redemption Price equal to the sum of (i) 100% of the
principal amount of the Securities to be redeemed, (ii) the amount, if any, by which the sum of the
present values of the Remaining Scheduled Payments thereon (excluding accrued and unpaid interest
to the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, exceeds
the principal amount of the Securities to be redeemed, and (iii) accrued and unpaid interest
thereon to the Redemption Date.




          9. Amendments and Waivers. Subject to certain exceptions and limitations, the Indenture or
the Securities may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the then outstanding Debt Securities of all series affected by such
amendment or supplement (acting as one class), and any existing or past Default or Event of Default
under, or compliance with any provision of, the Indenture may be waived (other than any continuing
Default or Event of Default in the payment of the principal of, premium (if any) on or interest on
the Securities) by the Holders of at least a majority in principal amount of the then outstanding
Debt Securities of any series or of all series (acting as one class) in accordance with the terms
of the Indenture. Without the consent of any Holder, the Company and the Trustee may amend or
supplement the Indenture or the Securities or waive any provision of either: (i) to cure any
ambiguity, omission, defect or inconsistency; (ii) if required, to provide for the assumption of
the obligations of the Company under the Indenture in the case of the merger, consolidation or
sale, lease, conveyance, transfer or other disposition of all or substantially all of the assets of
the Company; (iii) to provide for uncertificated Securities in addition to or in place of
certificated Securities or to provide for the issuance of bearer Securities (with or without
coupons); (iv) to provide any security for, or to add any guarantees of or additional obligors on,
the Securities; (v) to comply with any requirement in order to effect or maintain the qualification
of the Indenture under the TIA; (vi) to add to the covenants of the Company for the benefit of the
Holders of the Securities, or to surrender any right or power conferred by the Indenture upon the
Company; (vii) to add any additional Events of Default with respect to all or any series of the
Debt Securities; (viii) to change or eliminate any of the provisions of the Indenture, provided
that no outstanding Security is adversely affected in any material respect; (ix) to supplement any
of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the
defeasance and discharge of the Securities pursuant to the Indenture; or (x) to evidence and
provide for the acceptance of appointment under the Indenture by a successor Trustee with respect
to the Securities and to add to or change any of the




A-5









 




provisions of the Indenture as shall be necessary to provide for or facilitate the
administration of the trusts thereunder by more than one Trustee, pursuant to the requirements of
the Indenture.




          The right of any Holder to participate in any consent required or sought pursuant to any
provision of the Indenture (and the obligation of the Company to obtain any such consent otherwise
required from such Holder) may be subject to the requirement that such Holder shall have been the
Holder of record of any Securities with respect to which such consent is required or sought as of a
date identified by the Company in a notice furnished to Holders in accordance with the terms of the
Indenture.




          Without the consent of each Holder affected, the Company may not (i) reduce the amount of Debt
Securities whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the rate
of or change the time for payment of interest, including default interest, on any Security; (iii)
reduce the principal of or premium on, or change the Stated Maturity of, any Security; (iv) reduce
the premium, if any, payable upon the redemption of any Security or change the time at which any
Security may or shall be redeemed; (v) change the coin or currency in which any Security or any
premium or interest with respect thereto is payable; (vi) impair the right to institute suit for
the enforcement of any payment of principal of or premium (if any) or interest on any Security,
except as provided in the Indenture; (vii) make any change in the percentage of principal amount of
Debt Securities necessary to waive compliance with certain provisions of the Indenture or make any
change in the provision for modification; (viii) waive a continuing Default or Event of Default in
the payment of principal of or premium (if any) or interest on the Securities or (ix) materially
and adversely affect the right provided in the Indenture to require the Company to repurchase
Securities as described in paragraph 7 of this Security.




          A supplemental indenture that changes or eliminates any covenant or other provision of the
Base Indenture, as supplemented from time to time, which has expressly been included solely for the
benefit of one or more particular series of Debt Securities under the Base Indenture, or which
modifies the rights of the Holders of Debt Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under the Indenture of the Holders of
Debt Securities of any other series.




          10. Defaults and Remedies. Events of Default are defined in the Indenture and generally
include: (i) default for 30 days in payment of any interest on the Securities; (ii) default in any
payment of principal of or premium, if any, on the Securities when due and payable; (iii) default
by the Company in compliance with any of its other covenants or agreements in, or provisions of,
the Securities or in the Indenture which shall not have been remedied within 60 days after written
notice by the Trustee or by the holders of at least 25% in principal amount of the Securities then
outstanding (or, in the event that other Debt Securities issued under the Base Indenture are also
affected by the default, then 25% in principal amount of all outstanding Debt Securities so
affected); or (iv) certain events involving bankruptcy, insolvency or reorganization of the
Company. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least
25% in principal amount of the then outstanding Securities (or, in the case of an Event of Default
described in clause (iii) above, if outstanding Debt Securities of other series are affected by
such Default, then at least 25% in principal amount of the then outstanding Debt Securities so
affected), may declare the principal of and interest on all




A-6









 




the Securities (or such Debt Securities) to be immediately due and payable, except that in the
case of an Event of Default arising from certain events of bankruptcy, insolvency or reorganization
of the Company, all outstanding Debt Securities under the Base Indenture become due and payable
immediately without further action or notice. The amount due and payable upon the acceleration of
any Security is equal to 100% of the principal amount thereof plus accrued interest to the date of
payment. Holders may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture
or the Securities. Subject to certain limitations, Holders of a majority in principal amount of
the then outstanding Securities (or affected Debt Securities) may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing
default (except a default in payment of principal, premium or interest) if it determines that
withholding notice is in their interests. The Company must furnish annual compliance certificates
to the Trustee.




          11. Discharge Prior to Maturity. The Indenture with respect to the Securities shall be
discharged and canceled upon the payment of all of the Securities and shall be discharged except
for certain obligations upon the irrevocable deposit with the Trustee of any combination of funds
and U.S. Government Obligations sufficient for such payment.




          12. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may
become the owner or pledgee of Securities and may make loans to, accept deposits from, and perform
services for the Company or any of its Affiliates, and may otherwise deal with the Company or any
such Affiliates, as if it were not Trustee.




          13. No Recourse Against Others. A director, officer, employee, stockholder, partner or other
owner of the Company or the Trustee, as such, shall not have any liability for any obligations of
the Company under the Securities or for any obligations of the Company or the Trustee under the
Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Security waives and releases all such liability. The waiver
and release shall be part of the consideration for the issue of Securities.




          14. Authentication. This Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.




          15. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the
Securities as a convenience to the Holders of the Securities. No representation is made as to the
accuracy of such numbers as printed on the Securities and reliance may be placed only on the other
identification numbers printed thereon.




          16. Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).




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          The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture. Request may be made to:





Pride International, Inc.

5847 San Felipe, Suite 3300

Houston, Texas 77057

Attention: General Counsel





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OPTION OF HOLDER TO ELECT PURCHASE

UPON CHANGE IN CONTROL




     If you want to elect to have this Security purchased by the Company pursuant to Section 3.12
of the Indenture, check this box: o



     If you want to elect to have only part of this Security purchased by the Company pursuant to
Section 3.12 of the Indenture, state the principal amount you elect to have purchased:
$                     (in multiples of $1,000)



     This Security (or the portion thereof specified above) shall be purchased as of the Change in
Control Purchase Date pursuant to the terms and conditions specified in paragraph 7 of this
Security and in the Indenture.



	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Your Signature:
	 	 
	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	(Sign exactly as your name appears on the Security)






	 	 	 
	Tax Identification No.:

	 	 
	 

	 	 





	 	 	 
	Signature Guarantee:

	 	 
	 

	 	 




(Participant in a Recognized Signature



Guarantee Medallion Program)




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SCHEDULE OF EXCHANGES OF SECURITIES*



The following exchanges of a part of this Global Security for other Securities have been made:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal Amount	 	 
	 	 	Amount of	 	Amount of	 	of this Global	 	Signature of
	 	 	Decrease in	 	Increase in	 	Security Following	 	Authorized Officer
	 	 	Principal Amount	 	Principal Amount	 	Such Decrease	 	of Trustee or
	Date of Exchange	 	of this Global Security	 	of this Global Security	 	or Increase	 	Security Custodian
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 







 




			
	*	 	To be included only if the Security is a Global Security





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ASSIGNMENT FORM




          To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security
to:



 



(Insert assignee’s social security or tax I.D. number)




 





 





 




(Print or type assignee’s name, address and zip code)




	 	 	 
	and irrevocably appoint

	 	 
	 

	 	 





as agent to transfer this Security on the books of the Company. The agent may substitute another
to act for him.




	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	(Sign exactly as your name appears on
the face of this Security))







	 	 	 
	Signature Guarantee:

	 	 
	 

	 	 




(Participant in a Recognized Signature



Guarantee Medallion Program)





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