ex4_1.htm


     

    
      

      

    

        EXHIBIT 4.1

    
EXECUTED 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

       

      
        


         

        


      

      


       


      
        
          
            HOU03:1203587

          

           


        

        
          1

          
            

          

        

        
           


        

      


      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

       


      
        
          
            HOU03:1203587                                                                    


          

           


        

        
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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.

       


      
        
          
            HOU03:1203587                                                                    


          

           


        

        
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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.

       


      
        
          
            HOU03:1203587                                                                    


          

           


        

        
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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)

       


      
        
          
            HOU03:1203587                                                                    


          

           


        

        
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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

       


      
        
          
            HOU03:1203587                                                                    


          

           


        

        
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      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;

       


      
        
          
            HOU03:1203587                                                                    


          

           


        

        
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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.

       


      
        
          
            HOU03:1203587                                                                    


          

           


        

        
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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

       


      
        
          
            HOU03:1203587                                                                    


          

           


        

        
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      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

       


      
        
          
            HOU03:1203587                                                                    


          

           


        

        
          11

          
            

          

        

        
           


        

      


      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

       


      
        
          
            HOU03:1203587                                                                    


          

           


        

        
          12

          
            

          

        

        
           


        

      


      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:

       


      
        
          
            HOU03:1203587                                                                    


          

           


        

        
          13

          
            

          

        

        
           


        

      


      (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.

       


      
        
          
            HOU03:1203587                                                                    


          

           


        

        
          14

          
            

          

        

        
           


        

      


      (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.

       


      
        
          
            HOU03:1203587                                                                    


          

           


        

        
          15

          
            

          

        

        
           


        

      


      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 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

       


      
        
          
            HOU03:1203587                                                                    


          

           


        

        
          16

          
            

          

        

        
           


        

      


      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.

       


      
        
          
            HOU03:1203587                                                                    


          

           


        

        
          17

          
            

          

        

        
           


        

      


      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:  /s/ Steven D.
Oldham         

                                         Steven D.
Oldham

                                         Vice President and
Treasurer

       

       

      THE BANK
OF NEW YORK MELLON,

       

       

      as
Trustee

       

       

      


       

       

      


       

       

      By:     /s/ Laurence J.
O'Brien      

                                          Laurence J.
O’Brien

                                          Vice
President

       

      


       


      
        
          
            HOU03:1203587                                                                    


          

           


        

        
          18

          
            

          

        

        
           


        

      


      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.

       


      
        
          
            HOU03:1203587                                                                
A- 

          

           


        

        
          19

          
            

          

        

        
           


        

      


      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

             

            HOU03:1203587 

             

            


             

            A- 

          

           


        

        
          20

          
            

          

        

        
           


        

      


      [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

       


      
        
          
            HOU03:1203587                                                                
A- 

          

           


        

        
          21

          
            

          

        

        
           


        

      


      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.

       


      
        
          
            HOU03:1203587                                                                
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      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 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

       


      
        
          
            HOU03:1203587                                                                
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      by a
successor Trustee with respect to the Securities and to add to or change any of
the 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

       


      
        
          
            HOU03:1203587                                                                
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      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 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).

       


      
        
          
            HOU03:1203587                                                                
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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

       


      
        
          
            HOU03:1203587                                                                
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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:

       

      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)

       

      


       


      
        
          
            HOU03:1203587                                                                
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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:

       

      
        	
                Date of Exchange

              	
                Amount
      of

                Decrease
      in

                Principal
      Amount

                of this Global Security

              	
                Amount
      of

                Increase
      in

                Principal
      Amount

                of this Global Security

              	
                Principal
      Amount

                of
      this Global

                Security
      Following

                Such
      Decrease

                or Increase

              	
                Signature
      of

                Authorized
      Officer

                of
      Trustee or

                Security Custodian

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

      


       


      
        
          
            HOU03:1203587
                                           


             

            * 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 onthe face
of this Security))

       

      Signature
Guarantee:                                                                                                                                       

                  (Participant
in a Recognized Signature Guarantee
Medallion Program)

       

      


       


      
        
          
            HOU03:1203587                                                               
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