Pride International 10Q 2007 Q3 Quarterly report | PDE Filing

EXHIBIT 4.1

EXECUTION VERSION

FOURTH AMENDMENT AGREEMENT

This Fourth Amendment Agreement, dated as of October 18, 2007 (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 (in such capacity, the “Collateral Agent”), and as collateral trustee (in such capacity, the “Collateral Trustee”), under the Credit Agreement, 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 (such Credit Agreement, as 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. The Borrower has requested, and the Majority Lenders are willing to effect, an amendment to the Credit Agreement 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 to this Amendment hereby agree as follows:

Section 1.Amendment to Section 5.02 of Credit Agreement. Section 5.02(m) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(m)Reserved

Section 2.Miscellaneous; Representations and Warranties.

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. Except as expressly modified herein, all terms and provisions of the Credit Agreement and each other Credit Document remain in full force and effect in accordance with the provisions thereof and are hereby ratified and confirmed in all respects by the parties.

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 by the Borrower of the Credit Agreement, as amended hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action of the Borrower, require 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 Borrower’s certificate of incorporation or bylaws, 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) after giving effect to this Amendment, the representations and warranties contained in Section 4.01 of the Credit Agreement are true and 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 true and 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 giving effect to this Amendment, which constitutes a Default or an Event of Default.

Section 2.5.Lender Credit Decision. Each of the Lenders acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender Party 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 also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender Party 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.

Section 2.6.Effectiveness. Following the execution of this Amendment by the Majority Lenders and the Borrower, this Amendment will be effective in accordance with its terms 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.

[Signatures begin on the next page]

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.


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