EXHIBIT 10.3
PRIDE AMETHYST II LTD.
c/x Xxxxx, Xxxxxxx & Xxxxxxx
P.O. Box 985
Xxxx Xxxxx Building
Xxxxxxx'x Xxx
Road Town, Tortola
British Virgin Islands
March 9, 2001
First Reserve Fund VII, Limited Partnership BY FACSIMILE - (000) 000-0000
First Reserve Fund VIII, L.P.
c/o First Reserve Corp.
0000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Gentlemen:
This letter sets forth certain agreements relating to ownership by
First Reserve Fund VIII, L.P., a Delaware limited partnership ("Fund VIII"), and
First Reserve Fund VII, Limited Partnership, a Delaware limited partnership
("Fund VII" and collectively with Fund VIII, "First Reserve") of shares of Pride
Amethyst II Ltd., a British Virgin Islands company ("Amethyst II"), an
affiliate of Pride International, Inc., a Louisiana corporation ("Pride"), in
connection with Master Restructuring Agreement, dated as of March 9, 2001 (the
"Master Agreement"), among Pride, Drillpetro, Techdrill, Fund VII, Fund VIII,
Maritima Petroleo e Engenharia Ltda., a Brazilian limited liability company
("Maritima"), Amethyst II, and Pride Amethyst Ltd., a British Virgin Islands
company ("Amethyst"). Capitalized terms used herein that are not otherwise
defined shall have the respective meanings given them in the Master Agreement.
(a) Limitations on Certain Actions. Pride and Amethyst II agree that
they shall not (i) take or refrain from taking any action that could give rise
to "unrelated business taxable income," within the meaning of Section 512(a) of
the Code (as modified by Section 514 of the Code)("UBTI"), to First Reserve or
its direct or indirect owners, or (ii) take or refrain from taking actions that
could give rise to taxable income being recognized after the Closing Date by
First Reserve unless Amethyst II makes a corresponding Tax Distribution during
the year such income is recognized (or within 30 days thereafter); provided,
however, that (A) a Tax Distribution shall not be required to the extent the
Board of Directors of Amethyst II (the "Board") determines in good faith that
Amethyst II does not have cash sufficient to make such distribution, and (B) any
amount not distributed by reason of clause (A) shall carry forward and be
distributed as a Tax Distribution as soon as Amethyst II has sufficient cash, as
determined in good faith by the Board of Amethyst. For purposes of this Section
(a), the term "Tax Distribution" means, with respect to ordinary income
(including short-term capital gain treated as ordinary income) or long-term
capital gain, required to be recognized by First Reserve, an amount equal to
such income multiplied by the sum of the highest marginal U.S. individual or
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corporate (whichever is highest in each jurisdiction) federal, state, and local
tax rates applicable to ordinary income or long-term capital gain, as
applicable, of a resident of New York City, New York, for the year in which the
related amount is recognized. Unless the Board of Amethyst II determines in good
faith that sufficient cash is not available, Amethyst II shall make Tax
Distributions in amounts and on the dates that correspond to the estimated tax
payment amounts and dates of a calendar year taxpayer.
(b) Preparation of Tax Returns. Pride shall cause Amethyst II to
prepare or cause to be prepared all tax returns required to be prepared and
filed on a timely basis. Notwithstanding the foregoing, Pride shall cause
Amethyst II to prepare or cause to be prepared and submit to First Reserve the
IRS Form 1065, Schedule K-1, no later than the March 15 immediately succeeding
each year during which First Reserve owns Amethyst II Shares.
(c) Cooperation and Provision of Information. No later than the March
15 immediately succeeding each year during which First Reserve owns Amethyst II
Shares, Pride and Amethyst II shall provide to First Reserve such information
that is required in order to enable First Reserve to comply with the reporting
obligations set forth in U.S. Treasury Regulation (S) 1.6038B-2 (it being
understood that First Reserve will file such information as provided in U.S.
Treasury Regulation (S) 1.6038B-2(a)(2)(second sentence)). Such information
shall include any information required to be reported pursuant to U.S. Treasury
Regulation (S) 1.6038B-2(a)(4). For purposes of this Section (c), it shall be
assumed that the election by Amethyst II to be treated as a partnership for U.S.
federal income tax purposes is an event reportable by First Reserve under
Section 6038B of the Code). Pride and Amethyst II shall cooperate as reasonably
requested by First Reserve in order to enable First Reserve to comply with other
tax reporting requirements in connection with the transactions contemplated by
the Master Agreement and the ownership of the Amethyst II Shares.
(d) U.S. Tax Treatment. The transactions and tax elections
contemplated by the Master Agreement shall be treated by the parties for U.S.
federal income tax purposes as follows: (i) the filing of the elections referred
to in Section 9.01(d) of the Master Agreement shall result in a distribution of
all of the assets of Amethyst to its shareholders pursuant to a complete
liquidation of Amethyst for purposes of Section 331 of the Code and then a
recontribution of such assets to Amethyst pursuant to Section 721 of the Code
(the Amethyst II Shares shall be disregarded for this purpose and the
shareholders of Amethyst II shall be treated as having received and contributed
the assets of Amethyst II in such deemed liquidation and recontribution), (ii)
the distribution of the Amethyst II Shares pursuant to this Agreement shall be
treated as a distribution of the assets of Amethyst II by Amethyst (at a time
when Amethyst is a partnership for U.S. income tax purposes) and a contribution
of such assets by First Reserve, Pride, Drillpetro Inc. and Techdrill Inc. to
Amethyst II (which shall be treated as a partnership following such
distribution) pursuant to Section 721 of the Code, (iii) the fair market value
of the net assets of Amethyst, plus the value represented by loans from owners
(including the assets of Amethyst II), at the time of such deemed distribution
described in clause (i), is $149,306,846 in the aggregate (the "Pre-Distribution
Amethyst Value"), and (iv) the fair market value of the net assets of Amethyst
II, at the time of the deemed distribution described in clause (ii), is
$66,236,965 in the aggregate (the "Amethyst II Value"), (v) the surrender by
First Reserve of the Amethyst Common Stock to Pride pursuant to the Exchange
Agreement shall be treated as a purchase of a partnership interest by Pride for
an amount equal to excess of the Amethyst Value
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over the Amethyst II Value (such difference, the "Post-Distribution Amethyst
Value"), and a cancellation of the Exchange Rights (as defined in the Master
Agreement) attributable to the surrendered Amethyst Common Stock for an amount
equal to the excess of the value of the 519,468 shares of Pride Common Stock on
the Closing Date issued to First Reserve over the Post-Distribution Amethyst
Value.
This letter may be excluded in counterparts, which together constitute a
single agreement. This letter may be delivered by delivery of facsimile
signature pages.
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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. XXXXXX
____________________________
Xxxx X. XxXxxx
Vice President
PRIDE AMETHYST II, LTD.
By: /s/ XXXX X. XXXXXX
____________________________
Xxxx X. XxXxxx
Treasurer
AGREED TO AND ACCEPTED
AS OF THIS 9TH DAY OF MARCH, 2001:
FIRST RESERVE FUND VIII, L.P.
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
FIRST RESERVE FUND VII, L.P.
By: First Reserve GP VII, L.P.
its General Partner
By: First Reserve Corporation
its General Partner
By: /s/ XXXXXX X. XXXXXXX
____________________________
Xxxxxx X. Xxxxxxx
Managing Director
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