-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ESZPt+4GdBvfiMiBO1EFcBnlST5dvyud/BsaiCTXcnbWCqQLHWrsRrHPHUQ9+kpH 0pvw+f4EwD0v1JVv17XQFg== 0000950134-01-500716.txt : 20010426 0000950134-01-500716.hdr.sgml : 20010426 ACCESSION NUMBER: 0000950134-01-500716 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010425 GROUP MEMBERS: FIRST RESERVE CORP /CT/ /ADV GROUP MEMBERS: FIRST RESERVE FUND VII, LP GROUP MEMBERS: FIRST RESERVE FUND VIII, LP GROUP MEMBERS: FIRST RESERVE GP VII, LP GROUP MEMBERS: FIRST RESERVE GP VIII, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIDE INTERNATIONAL INC CENTRAL INDEX KEY: 0000833081 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 760069030 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39745 FILM NUMBER: 1610329 BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE ST ST 3300 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7137891400 MAIL ADDRESS: STREET 1: 1500 CITY WEST BLVD STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: PRIDE PETROLEUM SERVICES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST RESERVE CORP /CT/ /ADV CENTRAL INDEX KEY: 0000814313 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061210123 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 475 STEAMBOAT RD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036616601 FORMER COMPANY: FORMER CONFORMED NAME: FIRST RESERVE CORP /CT/ /ADV DATE OF NAME CHANGE: 19950630 SC 13D/A 1 d86482a2sc13da.txt AMENDMENT NO.2 TO SCHEDULE 13D DATED 4/19/01 1 SCHEDULE 13D (Rule 13d-101) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Under the Securities Exchange Act of 1934 Amendment No. 2 --- Pride International, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 741541106 - -------------------------------------------------------------------------------- (CUSIP Number) Thomas R. Denison - First Reserve Corporation, 1801 California St., #4110, Denver, CO 80202, (303) 382-1280 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 19, 2001 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1746 (12-91) 2 CUSIP No. 741541106 SCHEDULE 13D Page 2 of 10 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve Fund VII, Limited Partnership I.R.S. No.: 06-1457408 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 0 --------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 1,277,459 --------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 --------------------------------------------------------------- PERSON 10. SHARED DISPOSITIVE POWER WITH 1,277,459 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,277,459 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.8% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 CUSIP No. 741541106 SCHEDULE 13D Page 3 of 10 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve Fund VIII, L.P. I.R.S. No.: 06-1507364 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 0 --------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 9,470,275 --------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 --------------------------------------------------------------- PERSON 10. SHARED DISPOSITIVE POWER WITH 9,470,275 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,470,275 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 CUSIP No. 741541106 SCHEDULE 13D Page 4 of 10 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve GP VII, L.P. I.R.S. No.: 06-1520256 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 0 --------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 1,277,459 --------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 --------------------------------------------------------------- PERSON 10. SHARED DISPOSITIVE POWER WITH 1,277,459 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,277,459 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.8% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 5 CUSIP No. 741541106 SCHEDULE 13D Page 5 of 10 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve GP VIII, L.P. I.R.S. No.: 06-1507318 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 0 --------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 9,470,275 --------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 --------------------------------------------------------------- PERSON 10. SHARED DISPOSITIVE POWER WITH 9,470,275 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,470,275 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 6 CUSIP No. 741541106 SCHEDULE 13D Page 6 of 10 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve Corporation I.R.S. No.: 06-1210123 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 0 --------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 10,757,734 --------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 --------------------------------------------------------------- PERSON 10. SHARED DISPOSITIVE POWER WITH 10,757,734 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,757,734 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 14.9% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 7 This Amendment No. 2 to the statement on Schedule 13D originally filed on July 26, 1999, by First Reserve Fund VII, Limited Partnership ("Fund VII"), First Reserve GP VII, L.P., ("GP VII"), First Reserve Fund VIII, L.P. ("Fund VIII"), First Reserve GP VIII, L.P. ("GP VIII, and collectively, the "Funds"), and First Reserve Corporation ("First Reserve" and together with the Funds, the "Reporting Persons"), and relates to the Common Stock, no par value per share (the "Common Stock"), of Pride International, Inc., a Delaware corporation ("Pride" or the "Company" or "Issuer"). That Schedule 13D is hereby amended as set forth below. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended by deleting the first two paragraphs and replaced with the following: This Statement is being filed by First Reserve Corporation, a Delaware corporation, First Reserve Fund VII, Limited Partnership, a Delaware limited partnership, First Reserve Fund VIII, L.P., a Delaware limited partnership, First Reserve GP VII, L.P., a Delaware limited partnership, and First Reserve GP VIII, L.P., a Delaware limited partnership. William E. Macaulay and John A. Hill each were previously included as joint filers of this Statement and have been removed from this Statement. The Funds are Delaware limited partnerships with limited terms of existence. Their principal purpose is to make equity, equity-linked and debt investments in companies engaged in various energy and energy related activities. Their principal office is located at 411 West Putnam Ave., Suite 109, Greenwich, CT 06830. First Reserve is a Delaware corporation which raises funds for and manages the Funds, as well as several other similar entities. First Reserve's principal business is to act as the managing general partner and provide investment management services to a limited number of investment partnerships, including the Funds. ITEM 4. PURPOSE OF THE TRANSACTION. Item 4 is hereby amended to add the following paragraph at the end of Item 4: In connection with the reorganization of a minority investment of Pride, and pursuant to an Exchange Agreement among Fund VII, Fund VIII and Pride, dated March 9, 2001, Fund VII and Fund VIII exchanged existing securities in the investment (along with exchange rights associated therewith) for a combination of new securities in the investment, new exchange rights, and shares of Common Stock. On April 19, 2001, the Reporting Persons were informed that Fund VII and Fund VIII received 457,132 shares of Common Stock and 62,336 shares of Common Stock, respectively, pursuant to the Exchange Agreement as a result of the termination of the closing escrow arrangement on April 11, 2001. First Reserve and the Funds intend to review on a continuing basis the Funds' investment in the Company and may or may not purchase additional shares, on the open market or otherwise, subject to: the terms of the Shareholders Agreement; price and availability of the Company's securities; subsequent developments affecting the energy market as a whole; the Company and the Company's business and prospects; other investment and business opportunities available to the Funds' general stock market and economic conditions; and other factors. First Reserve and the Funds may also decide to dispose of Company securities at any time or to formulate other purposes, plans or proposals regarding the Company or any of its securities based on all of the above factors and on the eventual liquidation of each Fund in accordance with its respective partnership agreement. PAGE 7 OF 10 8 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby deleted and replaced with the following: (a) As of the date hereof, the Reporting Persons beneficially owned an aggregate of 10,757,734 shares of Common Stock which constitutes approximately 14.9% of the 72,295,629 shares of Common Stock outstanding as of March 29, 2001, as reported by the Company.
NUMBER OF SHARES PERCENTAGE OF REPORTING PARTY BENEFICIALLY OWNED CLASS --------------- ------------------ ------------- Fund VII 1,277,459 1.8% Fund VIII 9,470,275 13.1% GP VII (1) 1,277,459 1.8% GP VIII (1) 9,470,275 13.1% First Reserve (1) 10,757,734(2) 14.9%
(1) GP VII and GP VIII are the general partners of Fund VII and Fund VIII, respectively, and may be deemed to beneficially own the shares of Common Stock owned by Fund VII and Fund VIII. First Reserve, as the general partner of GP VII and GP VIII, may be deemed to beneficially own all of the shares of Common Stock owned by the Funds. (2) Consists of 10,747,734 shares of Common Stock held directly by First Reserve and the Funds, and 10,000 shares underlying stock options issued to William E. Macaulay in his capacity as a director of the Issuer. First Reserve may be deemed to share dispositive and voting control over these shares. (c) During the past 60 days, the following transactions were effected:
REPORTING DATE OF NUMBER OF PRICE PER PARTY TRANSACTION SHARES SHARE TRANSACTION - --------- ----------- --------- --------- ----------- Fund VII 4/11/2001 457,132 N/A Acquisition through Exchange(1) Fund VIII 4/11/2001 62,336 N/A Acquisition through Exchange(1)
(1) See description of exchange in Item 4. (d) To the best knowledge of the Reporting Persons, no other person has the right to receive, or the power to direct the receipt of dividends from, or the power to direct the receipt of proceeds of the sale of the shares of Common Stock owned by the Reporting Persons. (e) Not applicable PAGE 8 OF 10 9 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended to add the following at the end of Item 6: On March 9, 2001, Pride, Fund VII and Fund VIII entered into the Exchange Agreement pursuant to which the Funds received an aggregate of 519,468 shares of Common Stock. The Exchange Agreement amends the Securities Purchase Agreement, dated May 5, 1999, as amended by letters dated June 4, 1999, June 18, 1999, June 21, 1999 and July 14, 1999 and by the Put and Exchange Agreement dated September 14, 1999, to provide additional exchange rights with respect to shares of stock of Pride's minority investment, and amends the Amended and Restated Shareholders Agreement dated March 31, 2000 to provide that the Common Stock acquired under the Exchange Agreement is covered by the Shareholders Agreement. ITEM 7. EXHIBITS. Exhibit A: Exchange Agreement dated March 9, 2001 By and Among Pride International, Inc., First Reserve Fund VII, L.P. and First Reserve Fund VII, L.P. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: April 24, 2001. FIRST RESERVE FUND VII, LIMITED PARTNERSHIP By: First Reserve GP VII, L.P., as General Partner By: First Reserve Corporation, as General Partner By: /s/ Thomas R. Denison ------------------------- Name: Thomas R. Denison Title: Managing Director PAGE 9 OF 10 10 FIRST RESERVE FUND VIII, L.P. By: First Reserve GP VIII, L.P., as General Partner, By: First Reserve Corporation as General Partner By: /s/ Thomas R. Denison ------------------------- Name: Thomas R. Denison Title: Managing Director FIRST RESERVE GP VII, L.P. By: First Reserve Corporation, as General Partner By: /s/ Thomas R. Denison ------------------------- Name: Thomas R. Denison Title: Managing Director FIRST RESERVE GP VIII, L.P. By: First Reserve Corporation, as General Partner By: /s/ Thomas R. Denison ------------------------- Name: Thomas R. Denison Title: Managing Director FIRST RESERVE CORPORATION By: /s/ Thomas R. Denison ------------------------- Name: Thomas R. Denison Title: Managing Director PAGE 10 OF 10 11 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.A Exchange Agreement dated 3/9/01 EX-99.A 2 d86482a2ex99-a.txt EXCHANGE AGREEMENT DATED 3/9/01 1 EXHIBIT 99.A EXCHANGE AGREEMENT This Exchange Agreement ("Agreement") is made this 9th day of March, 2001 by and among Pride International, Inc., a Louisiana corporation (the "Company"), First Reserve Fund VIII, L.P., a Delaware limited partnership (the "Fund VIII"), and First Reserve Fund VII, Limited Partnership, a Delaware limited partnership (the "Fund VII" and, together with Fund VIII, "First Reserve"). RECITALS: WHEREAS, the Company and Fund VIII entered into the Securities Purchase Agreement dated as of May 5, 1999, as amended by the Letter Agreements dated June 4, 1999, June 18, 1999, June 21, 1999 and July 14, 1999 and by the Put and Exchange Agreement dated September 14, 1999 (as so amended, the "Purchase Agreement"); WHEREAS, pursuant to the Purchase Agreement and the Subscription Agreement, dated as of September 14, 1999, among Amethyst Financial Company Limited, a British Virgin Islands corporation ("Amethyst"), Drillpetro Inc., a Bahamian corporation ("Drillpetro"), Techdrill Inc., a Bahamian corporation ("Techdrill"), Westville Management Corporation, a British Virgin Islands corporation ("Westville"), Fund VIII and Fund VII, First Reserve purchased an aggregate of 1,250 shares of common stock, par value $1.00 per share, of Amethyst ("Amethyst Common Stock"). Pursuant to the Purchase Agreement, First Reserve acquired a right to exchange the Amethyst Common Stock for an aggregate of 1,047,120 shares of the Company's common stock, no par value per share (the "Company Common Stock") ; WHEREAS, the Company, Fund VIII and Fund VII entered into the First Amended and Restated Shareholders Agreement dated as of March 31, 2000 (the "Shareholders Agreement"); WHEREAS, pursuant to the Master Restructuring Agreement, dated as of March 9, 2001 (the "Master Agreement"), among the Company, Drillpetro, Techdrill, Fund VII, Fund VIII, Maritima Petroleo e Engenharia Ltda., a Brazilian limited liability company, Westville, Amethyst and Pride Amethyst II Ltd., a British Virgin Islands company ("Amethyst II"), Amethyst is to distribute to First Reserve an aggregate of 1,250 common shares, par value $1.00 per share ("Amethyst II Stock"), of the capital stock of Amethyst II; and WHEREAS, pursuant to the Master Agreement, the Company and First Reserve desire to amend the Purchase Agreement to provide that (i) the Amethyst II Stock shall constitute Exchangeable Stock within the meaning of the Purchase Agreement, (ii) the Company Common Stock into which the Amethyst Common Stock and the Amethyst II Stock can be exchanged pursuant to the Purchase Agreement shall equal an aggregate of 519,468 and 527,652 shares of Company Common Stock, respectively, (iii) at the Closing (as defined in the Master Agreement), First Reserve shall exchange its shares of Amethyst Common Stock for an aggregate of 519,468 shares of Company Common Stock and (iv) First Reserve shall continue to have the exchange rights as set forth in the Purchase Agreement, as clarified by this Agreement, with respect to the Amethyst II Stock distributed to it pursuant to the Master Agreement; 2 NOW, THEREFORE, in consideration of the premises, the mutual promises made herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows: Section 1. Amendment; Meanings of Certain Terms. This Agreement constitutes an amendment to the Purchase Agreement and to the Shareholders Agreement. From and after the Closing, (i) the Amethyst II Stock distributed to Fund VIII and Fund VII (or to another member of First Reserve Group) pursuant to the Master Agreement constitutes the "Exchangeable Stock" under the Purchase Agreement and the Shareholders Agreement and shall be exchangeable for an aggregate of 527,652 shares of Common Stock as set forth in the Purchase Agreement and this Agreement, (ii) all references to "Amethyst" in the definition of "Exchangeable Stock" in Section 1.1 of the Purchase Agreement and in Section 5.10 of the Purchase Agreement shall be to Amethyst II, (iii) all references to the "Amethyst Agreement" in the Purchase Agreement and the Shareholders Agreement shall be to the Put and Exchange Agreement dated September 14, 1999 between the Company and Fund VIII, as amended by this Agreement, and (iv) for purposes of Section 5.11 of the Purchase Agreement, the "Exchangeable Stock Purchase Price" shall be calculated as if First Reserve had initially invested $6,298,851 on the Closing Date. Capitalized terms used herein that are not otherwise defined shall have the respective meanings given them in the Purchase Agreement. Section 2. Exchange of Amethyst Common Stock. At the Closing, (i) Fund VIII shall surrender to the Company the 1,100 shares of Amethyst Common Stock held of record by Fund VIII, (ii) Fund VII shall surrender to the Company the 150 shares of Amethyst Common Stock held of record by Fund VII, (iii) the corresponding right to exchange such shares of Amethyst Common Stock for Common Stock shall be cancelled, and (iv) the Company shall issue to Fund VIII and Fund VII 457,132 shares and 62,336 shares of Common Stock, respectively. The 1,250 shares of Amethyst Common Stock so surrendered by First Reserve represent all the capital stock of Amethyst beneficially owned by any member of the First Reserve Group. Such surrender shall be (i) in cancellation of the exchange rights of First Reserve with respect to the Amethyst Common Stock set forth in Section 5.10 of the Purchase Agreement, as adjusted to take into account the issuance of the Amethyst II Stock, and (ii) otherwise effected in accordance with paragraphs (i) through (iv) of Section 5.10. Section 3. Representations and Warranties of First Reserve. First Reserve hereby represents and warrants to the Company as follows: (a) Valid Title. Each of Fund VIII and Fund VII has valid title to the shares of Amethyst Common Stock to be exchanged by such fund pursuant to Section 2 hereof, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind; and upon delivery of such shares of Amethyst Common Stock in exchange for the shares of Common Stock pursuant to Section 2 hereof, assuming the Company has no notice of any adverse claim, the Company will receive valid title to such shares of Amethyst Common Stock, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind. (b) Securities Laws. Each of Fund VIII and Fund VII is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. Each of Fund VIII 3 and Fund VII (i) has such knowledge and experience in financial and business matters as enables it to evaluate the merits and risks of an investment in the shares of Common Stock issuable upon exchange of the Amethyst Common Stock and the Amethyst II Stock pursuant to the Purchase Agreement and this Agreement (the "Company Shares") and (ii) is acquiring such Company Shares for its own account and not with the view to resale or redistribution thereof in violation of the Securities Act; provided, however, that each of Fund VIII and Fund VII shall at all times retain full power and authority over the transfer of its properties and assets. Each of Fund VIII and Fund VII acknowledges that it may not transfer the Company Shares except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, and that a legend to such effect shall be included on any certificate representing the Company Shares. Section 4. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be delivered by delivery of facsimile signature pages. Section 5. Ratification; Confirmation. Except to the extent otherwise expressly contemplated hereby, the Purchase Agreement is hereby ratified and confirmed. Section 6. Exercise of Rights. Any right provided for in this Agreement may be exercised by the party possessing such right by notice in writing given to all of the other parties to this Agreement, which notice shall state the right being exercised. Section 7. Notice. Notice required or permitted under this Agreement shall be deemed to be given two days after a writing thereof is deposited in the United States mail, return receipt requested, addressed to the address for each party set forth below or such other address as such party may fix by notice similarly given: To the Company: Pride International, Inc. 5847 San Felipe, Suite 3300 Houston, Texas 77057 Fax: 713-789-1430 Attn: Mr. Paul A. Bragg President and Chief Executive Officer with a copy to: Baker Botts L.L.P. 910 Louisiana Houston, Texas 77002 Fax: 713-229-1522 Attn: L.P. Thomas, Esq. 4 If to First Reserve: First Reserve Fund VIII, L.P. c/o First Reserve Corp. 1801 California Street Denver, Colorado 80202 Fax: 303-382-1275 Attn: Thomas Denison, Esq. With a copy to: Gibson, Dunn & Crutcher LLP 1801 California, Suite 4100 Denver, Colorado 80202 Fax: 303-313-2839 Attn: Beau Stark Section 8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. First Reserve will not assign its rights under this Agreement or transfer or dispose of any shares of Exchangeable Stock unless the assignee or transferee agrees to be bound by the Purchase Agreement and this Agreement. Section 9. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and performed wholly in the State of New York. Section 10. Severability. If any provision or this Agreement shall be held invalid, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision, and to this end, the provisions hereof are separable. Section 11. Headings. The headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Section 12. Amendment. This Agreement cannot be amended or modified except by a written agreement executed by the parties hereto. 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. PRIDE INTERNATIONAL, INC. By: ---------------------------------- Name: Title: FIRST RESERVE FUND VIII, L.P. By: First Reserve GP VIII, L.P., its General Partner By: First Reserve Corporation, its General Partner By: ---------------------------------- Thomas R. Denison Managing Director FIRST RESERVE FUND VII, LIMITED PARTNERSHIP By: First Reserve GP VII, L.P., its General Partner By: First Reserve Corporation, its General Partner By: ---------------------------------- Thomas R. Denison Managing Director -----END PRIVACY-ENHANCED MESSAGE-----