EXHIBIT 10.7
[PRIDE INTERNATIONAL, INC. LETTERHEAD]
VIA FACSIMILE (303/382-1275) June 21, 1999
First Reserve Fund VIII, Limited Partnership
c/o First Reserve Corp.
0000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Gentlemen:
This letter sets forth certain agreements relating to the matters
set forth in Article 2 of the Shareholders Agreement between us dated of even
date herewith (the "Shareholders Agreement") entered into in connection with the
Closing of the transactions provided for in the Securities Purchase Agreement
between us dated as of May 5, 1999, as amended by that certain Letter Agreement
between us dated June 4, 1999 and that certain Letter Agreement between us dated
June 18, 1999 (as so amended, the "Purchase Agreement"). Capitalized terms used
herein that are not otherwise defined shall have the respective meanings given
them in the Purchase Agreement.
Notwithstanding the provisions of Article 2 of the Shareholders
Agreement, until the completion of the Second Closing, the terms and conditions
of this letter agreement shall govern the matters set forth in Article 2 of the
Shareholders Agreement. Pursuant to Article 2 of the Shareholders Agreement, the
Company agrees to provide the Purchaser with certain rights with respect to the
nomination and appointment of a Board (as defined in the Shareholders Agreement)
member and participation in Board matters. The Purchaser hereby agrees that,
subject to the prior completion of the First Closing, such appointment shall
instead occur at the Second Closing, which shall occur no later than July 10,
1999. Notwithstanding the foregoing, the parties further agree that at any time
after the First Closing and prior to the date of such appointment, the Company
shall include a designee of the Purchaser in all conference calls or other
meetings of the Board of Directors (including committees thereof) at which board
or committee action is or could be taken, and the Company shall provide to such
designee all materials that it provides to directors of the Company in the same
manner and at the same time as provided to such directors. Upon the completion
of the Second Closing, this letter agreement shall terminate in full and cease
to apply, and the terms and conditions of Article 2 of the Shareholders
Agreement shall govern the matters addressed herein.
First Reserve Fund VIII, Limited Partnership
c/o First Reserve Corp. -2- June 21, 1999
This letter may be executed in counterparts, which together
constitute a single agreement. This letter may be delivered by delivery of
facsimile signature pages.
If the foregoing is in accordance with the agreements and
understandings between us, please so indicate by returning a signed counterpart
of this letter.
Very truly yours,
PRIDE INTERNATIONAL, INC.
By:/s/XXXX X. XXXXX
Xxxx X. Xxxxx
President and Chief Executive Officer
AGREED TO AND ACCEPTED
AS OF THIS 21ST DAY OF JUNE 1999:
FIRST RESERVE FUND VIII, LIMITED PARTNERSHIP
By: First Reserve GP VIII, L.P.
its General Partner
By: First Reserve Corporation
its General Partner
By:/s/XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Managing Director
