exv10w1



 






EXHIBIT 10.1




SECOND AMENDMENT AGREEMENT




     This Second Amendment Agreement dated as of November 17, 2005 (this “Amendment”) is
among (i) Pride Offshore, Inc., a Delaware corporation (the “Borrower”), (ii) the financial
institutions signatory hereto and who are Lenders under the Credit Agreement (as defined in the
recitals below) (the “Lenders”), including Calyon New York Branch and Natexis Banques
Populaires, as swingline lenders under the Credit Agreement (the “Swingline Lenders”),
(iii) Citicorp North America, Inc., as administrative agent under the Credit Agreement (the
“Administrative Agent”), (iv) Citibank, N.A., as collateral agent under the Credit
Agreement (in such capacity, the “Collateral Agent”) and as collateral trustee in
connection with the Credit Agreement (in such capacity, the “Collateral Trustee”), and (v)
Calyon New York Branch and Natexis Banques Populaires, as issuers of letters of credit under the
Credit Agreement (the “Issuing Banks”).



RECITALS




     A. On July 7, 2004, the Borrower, the Revolving Lenders, the Term Lenders, the Administrative
Agent, the Collateral Agent, the Issuing Banks, the Swingline Lenders and the guarantors party
thereto entered into a Credit Agreement, which said Credit Agreement was subsequently amended by
that certain First Amendment Agreement dated as of May 10, 2005 (as amended by the First Amendment
and this Amendment, and as hereinafter amended, modified, supplemented, extended or restated from
time to time, the “Credit Agreement”). Capitalized terms used herein that are not defined
herein and are defined in the Credit Agreement are used herein as defined in the Credit Agreement.



     B. Pursuant to Section 2.01(b) of the Credit Agreement, the Borrower received a single Term
Advance in the amount of $300,000,000 on July 7, 2004. Prior to the effectiveness of this
Amendment, all amounts remaining outstanding and due in connection with the Term Advance, the
Forasub Loan and the Opco Loan have been paid.



     C. Given the payoff of the Term Advance, the Forasub Loan and the Opco Loan, the Borrower has
requested that the Credit Agreement be amended as set forth herein.



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



     Section 1.Amendments to Credit Agreement. The Credit Agreement is hereby
amended as follows:



     Section 1.1.Exhibits. Exhibit K to the Credit Agreement identifying the
Initial Rigs is hereby amended by deleting the following rigs: Pride North America, Pride South
Pacific, Pride Hawaii, Pride North Dakota and Pride Rotterdam. The purpose of this amendment is to
release such rigs and any Collateral related to such rigs from the Liens created by the Security
Documents. Each of the parties hereto hereby approves of and consents to the release of such rigs
and any Collateral related to such rigs from the Liens created by the Security Documents, and the
waiver and/or amendment of any and all provisions of the Security Documents if and to the extent
required to permit such release. The Credit Agreement is hereby amended, and the provisions of the
same are hereby waived, if and to the extent required to permit and effect such release. The
Collateral Agent and Collateral Trustee are hereby directed to effect such release. For the
avoidance of doubt, pursuant to the final proviso to the definition of “Collateral” in Section 1.01
of the Credit Agreement, the rigs set forth above and any Collateral related to such rigs no longer
constitute “Collateral.”



 









 





     
Exhibit M to the Credit Agreement identifying the Opco Loan Collateral is hereby amended and
restated in its entirety to read as set forth in Exhibit M attached hereto. The purpose of this
amendment is to reflect that, given the payoff of the Opco Loan, no Opco Loan Collateral exists.




     
Section 1.2. The definition of “Applicable Base Rate Margin for Revolving Advances”,
“Applicable Base Rate Margin for Term Advances”, “Applicable LIBOR Margin for Revolving Advances”,
“Applicable LIBOR Margin for Term Advances”, “Applicable Letter of Credit Rate” and “Applicable
Commitment Fee Rate” in Section 1.01 of the Credit Agreement is hereby amended and restated in its
entirety as follows:



     
“Applicable Base Rate Margin for Revolving Advances”, “Applicable Base Rate Margin
for Term Advances”, “Applicable LIBOR Margin for Revolving Advances”, “Applicable
LIBOR Margin for Term Advances”, “Applicable Letter of Credit Rate” and “Applicable
Commitment Fee Rate” mean, for any day, with respect to any Base Rate Advance, LIBOR Advance,
Letter of Credit or commitment fees payable hereunder, as the case may be, the applicable rate per
annum set forth below under the caption “Applicable Base Rate Margin for Revolving Advances”,
“Applicable LIBOR Margin for Revolving Advances”, “Applicable Base Rate Margin for Term Advances”,
“Applicable LIBOR Margin for Term Advances”, “Applicable Letter of Credit Rate” or “Applicable
Commitment Fee Rate”, as the case may be, based upon the Applicable Leverage Ratio for such day:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Applicable Base	 	 	 	Applicable LIBOR	 	 	 	Applicable Base	 	 	 	Applicable LIBOR	 	 	 	Applicable	 	 	 	Applicable	 	 
	 	 	 	 	Rate Margin for	 	 	 	Margin for	 	 	 	Rate Margin for	 	 	 	Margin for Term	 	 	 	Letter	 	 	 	Commitment	 	 
	 	Applicable Leverage Ratio:	 	 	Revolving Advances	 	 	 	Revolving Advances	 	 	 	Term Advances	 	 	 	Advances	 	 	 	of Credit Rate	 	 	 	Fee Rate	 	 
	 	≥ 5.00 to 1.00
	 	 	 	1.50	%	 	 	 	2.50	%	 	 	 	N/A	 	 	 	 	N/A	 	 	 	 	2.50	%	 	 	 	0.625	%	 
	 	< 5.00 to 1.00 and
≥ 4.50 to 1.00
	 	 	 	1.00	%	 	 	 	2.00	%	 	 	 	N/A	 	 	 	 	N/A	 	 	 	 	2.00	%	 	 	 	0.50	%	 
	 	< 4.50 to 1.00 and
≥ 4.00 to 1.00
	 	 	 	0.75	%	 	 	 	1.75	%	 	 	 	N/A	 	 	 	 	N/A	 	 	 	 	1.75	%	 	 	 	0.375	%	 
	 	< 4.00 to 1.00 and
≥ 3.50 to 1.00
	 	 	 	0.50	%	 	 	 	1.50	%	 	 	 	N/A	 	 	 	 	N/A	 	 	 	 	1.50	%	 	 	 	0.375	%	 
	 	< 3.50 to 1.00 and
≥ 3.00 to 1.00
	 	 	 	0.25	%	 	 	 	1.25	%	 	 	 	N/A	 	 	 	 	N/A	 	 	 	 	1.25	%	 	 	 	0.375	%	 
	 	< 3.00 to 1.00 and
≥ 2.50 to 1.00
	 	 	 	0	 	 	 	 	1.00	%	 	 	 	N/A	 	 	 	 	N/A	 	 	 	 	1.00	%	 	 	 	0.25	%	 
	 	< 2.50 to 1.00 and
≥ 2.00 to 1.00
	 	 	 	0	 	 	 	 	0.75	%	 	 	 	N/A	 	 	 	 	N/A	 	 	 	 	0.75	%	 	 	 	0.25	%	 
	 	< 2.00 to 1.00
	 	 	 	0	 	 	 	 	0.50	%	 	 	 	N/A	 	 	 	 	N/A	 	 	 	 	0.50	%	 	 	 	0.125	%	 
	 





     Section 1.3. Section 2.02. The first sentence of Section 2.02(a) of the
Credit Agreement is hereby amended and restated in its entirety as follows:





	 	 
	 	(a)  Each Borrowing (other than a Swingline Advance) shall be made on notice, given not later
than (x) in the case of a proposed Borrowing comprised of LIBOR Advances, 11:00 A.M. (New
York City time) at least three Business Days prior to the date of the proposed Borrowing and
(y) in the case of a proposed Borrowing comprised of Base Rate Advances, 2:00 P.M. (New York
City time) one Business Day before the day of the proposed Borrowing, by the Borrower to the
Administrative Agent, which shall give prompt notice thereof by
telecopy to each Revolving






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     Lender in the case of a Revolving Borrowing and to each Term Lender in the case of the Term
Borrowing.



     Section 1.4. Section 2.09. The first sentence of Section 2.09 of the Credit
Agreement is hereby amended by deleting “(i) in respect of LIBOR Advances, upon at least three
Business Days’ notice, and (ii) in respect of Base Rate Advances” appearing therein.



     Section 1.5. Section 2.12. The first sentence of Section 2.12(a) of the
Credit Agreement is hereby amended by replacing “11:00 A.M.” appearing therein with “4:00 P.M.”



     Section 1.6. Sections 5.01(a)(i) and (ii). Sections 5.01(a)(i) and
5.01(a)(ii) of the Credit Agreement are hereby amended and restated in their entirety as follows:




     (i) as soon as available and in any event within 45 days after the end of each of the
first three quarters of each fiscal year of the Parent, the Consolidated balance sheets of
the Parent and its Subsidiaries as at the end of such quarter, and the Consolidated
statements of income, cash flows and changes in stockholders’ equity of the Parent and its
Subsidiaries for the period commencing at the end of the previous fiscal year and ending
with the end of such quarter, setting forth, in comparative form, the corresponding figures
for the corresponding period of the preceding fiscal year, all in reasonable detail and duly
certified by a financial officer of the Parent as having been prepared in accordance with
GAAP, except for the absence of footnotes, and as fairly presenting in all material respects
the Consolidated financial position and results of operations of the Parent and its
Subsidiaries as of the end of such quarter and for such periods, subject, however, to
year-end audit adjustments, together with a certificate of such officer showing in detail
the calculations of the financial covenants set forth in Sections 5.02(a) and 5.02(b) for
the four quarter period ending at the end of such quarter and as at the end of such quarter,
respectively (provided that the requirements of this Section 5.01(a)(i) shall be deemed
satisfied by delivery of the Parent’s Form 10-Q for such fiscal quarter);




     (ii) as soon as available and in any event not later than 90 days after the end of each
fiscal year of the Parent, copies of the Consolidated balance sheets of the Parent and its
Subsidiaries as at the end of such fiscal year, and Consolidated statements of income, cash
flows and changes in stockholders’ equity of the Parent and its Subsidiaries for such fiscal
year, all certified by KPMG LLP or other independent certified public accountants of
recognized national standing, together with a certificate of a financial officer of the
Parent showing in detail the calculations of the financial covenants set forth in Sections
5.02(a) and 5.02(b) for the four quarter period ending at the end of such year and as at the
end of such year, respectively (provided that the requirements of this Section 5.01(a)(ii)
shall be deemed satisfied by delivery of the Parent’s Form 10-K for such fiscal year);



     Section 1.7. Section 5.01(a)(v). Section 5.01(a)(v) of the Credit Agreement
is hereby amended and restated in its entirety as follows:




     (v) promptly after each receipt by the Parent or any Subsidiary of any Net
Proceeds, Net Cash Proceeds, Extraordinary Receipts or Net Debt Proceeds, if and to
the extent any such Net Proceeds, Net Cash Proceeds, Extraordinary Receipts or Net
Debt Proceeds require a mandatory repayment under Section 2.04, a reasonably
detailed description thereof;



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     Section 2. Miscellaneous.



     Section 2.1. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York without regard to its conflicts of
law rules (other than Section 5-1401 of the New York General Obligations Law).



     Section 2.2. Preservation. The Credit Agreement, as specifically modified by
the terms of this Amendment, and each other Credit Document, remains in full force and effect.



     Section 2.3. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement.



     Section 2.4. Representations and Warranties. The Borrower hereby represents
and warrants to the Administrative Agent, the Collateral Agent, the Collateral Trustee, the Issuing
Banks and the Lenders that (i) the execution, delivery and performance by the Borrower of this
Amendment and the performance of the Credit Agreement, as amended hereby, by the Borrower are
within the Parent’s and the Borrower’s corporate powers, have been duly authorized by all necessary
corporate action of the Parent and the Borrower, require, in respect of the Borrower, no material
authorization, approval or other action by, or notice to or filing with, any governmental authority
or regulatory body, do not contravene (A) the Parent’s or the Borrower’s certificate of
incorporation or by-laws, or (B) any law applicable to the Borrower, and will not result in the
creation or imposition of any Lien prohibited by the Credit Agreement on any asset of the Parent or
of any Subsidiary, (ii) this Amendment has been duly executed and delivered by the Borrower, (iii)
this Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance with their respective
terms, except as such enforceability may be limited by the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by
general principles of equity, (iv) the representations and warranties contained in Section 4.01 of
the Credit Agreement, as amended hereby, are correct on and as of the date hereof as though made on
and as of the date hereof, and the representations and warranties contained in any other Credit
Document are correct in all material respects on and as of the date hereof as though made on and as
of the date hereof (other than those representations and warranties that expressly relate solely to
a specific earlier date and that remain correct as of such earlier date), and (v) no event has
occurred and is continuing, or would result from this Amendment, which constitutes a Default or an
Event of Default.



     Section 2.5. Lender Credit Decision. Each of the Lenders and Issuing Banks
acknowledges that it has, independently and without reliance upon the Administrative Agent,
Collateral Agent, Collateral Trustee, any Issuing Bank or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Amendment and to agree to the various matters set forth herein. Each of the
Lenders and Issuing Banks also acknowledges that it will, independently and without reliance upon
the Administrative Agent, Collateral Agent, Collateral Trustee, any Issuing Bank or any other
Lender and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking any action under the Credit
Agreement as amended hereby.



     Section 2.6. Effectiveness. Following the execution of this Amendment by the
Administrative Agent, the Collateral Agent, the Collateral Trustee, the Majority Lenders and the
Borrower, this Amendment will be effective as of the date first above written. Delivery of an
executed signature page to this Amendment by telecopier shall be as effective as delivery of a
manually executed counterpart of this Amendment.



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



[Remainder of this page intentionally left blank — Signature pages follow]




 
 
 
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	 	BORROWER:

PRIDE OFFSHORE, INC.

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


CITICORP NORTH AMERICA, INC., as
Administrative Agent
 	 
	 	By:  	/s/ Illegible	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	COLLATERAL AGENT AND COLLATERAL TRUSTEE:



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

Collateral Trustee

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



CALYON NEW YORK BRANCH, as an Issuing Bank and

as a Swingline Lender

 	 
	 	By:  	/s/ Illegible 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	By:  	/s/ Illegible 	 
	 	 	Authorized Officer 	 
	 	 	 	 



	 	 	 	 	 
	 	NATEXIS BANQUES POPULAIRES,

as an Issuing Bank and as a Swingline Lender

 	 
	 	By:  	/s/ Daniel Payer 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/
Timothy L. Polvado
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 





Signature Page to the Second Amendment Agreement




	 	 	 	 	 



 









 






	 	 	 	 	 
	 	OTHER LENDERS:





CITICORP NORTH AMERICA, INC.

 	 
	 	By:  	/s/  Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	NATEXIS BANQUES POPULAIRES

 	 
	 	By:  	/s/  Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	 	 
	 	By:  	                                                   /s/  Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/  Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	NORDEA

 	 
	 	By:  	/s/  Illegible
 	 
	 	 	Authorized Officer 	 
	 
	 	 	 
	 	By:  	                                                   /s/  Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS

 	 
	 	By:  	/s/  Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                                   /s/  Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 





Signature Page to the Second Amendment Agreement




	 	 	 	 	 



 









 






	 	 	 	 	 
	 	CALYON NEW YORK BRANCH

 	 
	 	By:  	/s/
Illegible
 	 
	 	 	Authorized Officer 	 



	 	 	 	 	 
	 	By:  	/s/
Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/
Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	SUMITOMO MITSUI BANKING CORPORATION

 	 
	 	By:  	/s/
Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 	 
	 
	 	SEB 

 	 
	 	 	 
	 	By:  	/s/
Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/
Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	CRÉDIT INDUSTRIEL ET COMMERCIAL

 	 
	 	By:  	/s/
Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	BECM

 	 
	 	By:  	/s/
Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 





Signature Page to the Second Amendment Agreement




	 	 	 	 	 



 









 






	 	 	 	 	 
	 	DnB NOR BANK ASA

 	 
	 	By:  	/s/  Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                                   /s/  Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	HSH NORDBANK AG

 	 
	 	By:  	/s/  Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                                   /s/  Illegible
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	BAYERISCHE HYPO-UND VEREINSBANK AG

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

 	 
	 	By:  	/s/  Illegible 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



Signature
Page to the Second Amendment Agreement





 









 








ACKNOWLEDGMENT AND CONSENT





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



	 	 	 	 	 
	 	GUARANTORS:





PRIDE INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Steven D. Oldham
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President — Treasury and
Investor Relations 	 
	 
	 	MEXICO DRILLING LIMITED LLC

 	 
	 	By:  	/s/ Steven D. Oldham 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	PRIDE CENTRAL AMERICA, LLC

 	 
	 	By:  	/s/ Steven D. Oldham 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	PRIDE OFFSHORE INTERNATIONAL LLC
 	 
	 	By:  	/s/ Steven D. Oldham 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	PRIDE SOUTH PACIFIC LLC

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



Signature
Page to the Second Amendment Agreement











 






	 	 	 	 	 
	 	
PRIDE DRILLING, LLC

 
	 
	 	By:  	/s/ Steven D. Oldham
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	PRIDE NORTH AMERICA LLC

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

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

 	 
	 	By:  	/s/ Steven D. Oldham
 	 
	 	 	Name:  	Steven D. Oldham 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	PRIDE MEXICO HOLDINGS, LLC

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

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



Signature
Page to the Second Amendment Agreement



 









 








EXHIBIT M

OPCO LOAN COLLATERAL




None