AGREEMENT
This Agreement dated as of June 13, 1995 is between Pride Petroleum
Services, Inc., a Louisiana corporation (the "Company"), and Financial
Overseas Management, S.A.* ("Overseas"), a corporation organized and existing
under the laws of Uruguay, and the sole shareholders of Overseas, Jorge E.
Estrada Mora and Ana Maria Estrada Mora (the Estradas ).
WHEREAS, Overseas, the Estradas and the Company are parties to a Common
Stock Purchase Agreement dated September 10, 1993 (the Purchase Agreement ),
pursuant to which Overseas has the right to receive, dependent on future
contingencies, up to an additional 73,000 shares of Common Stock, without par
value, of the Company (the "Common Stock"); and
WHEREAS, Overseas currently holds two warrants issued pursuant to the
Purchase Agreement to purchase a total of 300,000 shares of Common Stock (the
"Warrants"), which Warrants contain provisions providing for the possible
increase in the number of shares of Common Stock subject to purchase thereunder
that (i) have resulted in an additional 108,740 shares of Common Stock being
issuable upon exercise of such Warrants and (ii) dependent on future
contingencies, could result in an additional 91,260 shares of Common Stock being
issuable upon exercise of such Warrants; and
WHEREAS, the parties hereto desire to effect the transactions described
below;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
Section 1. ISSUANCE OF COMMON STOCK AND DETERMINATION OF NUMBER OF SHARES
SUBJECT TO WARRANTS. The parties hereby agree that all 73,000 Additional Shares
(as defined in the Purchase Agreement) remaining unissued as of the date hereof
shall be deemed to be earned and shall be issued to Overseas as of the date
hereof. In addition, all the Adjustment Shares (as defined in each of the
Warrants) shall be deemed to be earned as of the date hereof. In order to
effect such change with respect to the Warrants, Section 3 of each of the
Warrants is hereby amended to read as follows:
The aggregate number of shares of Common Stock issuable upon exercise of
this Warrant shall, effective as of June 13, 1995, be increased so that a
total of 250,000 shares of Common Stock shall be purchasable hereunder.
Section 2. NET EXERCISE PROVISIONS. Section 2 of each Warrant shall be
amended by adding a new Section 2.D thereof to read as follows:
* or its designee
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D. NET EXERCISE. In lieu of paying the aggregate purchase price in
cash pursuant to clause (ii) of Section 2.A hereof, the Holder may elect a
"net exercise" and exchange this Warrant for such number of shares of
Common Stock determined by multiplying the number of shares with respect to
which this Warrant is being exercised by a fraction, the numerator of which
shall be the difference between the then-current market price per share of
Common Stock and the purchase price provided for in this Warrant, and the
denominator of which shall be the then-current market price per share of
Common Stock.
Section 3. NET EXERCISE OF WARRANTS. Overseas hereby exercises, pursuant
to the net exercise provisions of each Warrant added by Section 2 above, each of
the Warrants, and the Company and Overseas agree that the number of shares
issuable upon such exercise is 130,000. As a result of such exercise, Overseas
hereby is submitting both Warrants to the Company and the Company is issuing
upon such exercise a total of 130,000 shares of Common Stock.
Section 4. REGISTRATION RIGHTS. The shares of Common Stock issued to
Overseas pursuant to the provisions of this Agreement, together with the **
shares of Common Stock currently held by Overseas and issued pursuant to the
terms of the Purchase Agreement, shall be entitled to benefit of registration
rights on the same terms as the registration rights contained in the
Registration Rights Agreement dated March 22, 1995 between the Company and
Raymond H. Eaves and Billy D. Cooper. ** 207,000
Section 5. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of Texas.
Section 6. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall
be construed to give to any person or corporation other than the parties hereto
any legal or equitable right, remedy or claim under this Agreement. This
Agreement shall be for the sole and exclusive benefit of the parties hereto.
This Agreement sets forth the entire agreement of the parties hereto as to the
subject matter hereof and supersedes all previous agreements among the parties,
whether written, oral or otherwise, with respect to such matters.
Section 7. COUNTERPARTS. This Agreement may be executed in any number of
counterparts each of which shall be deemed an original, but all of which shall
constitute one and the same instrument. The descriptive headings in this
Agreement are inserted for convenience only and shall not limit or otherwise
affect the meaning hereof.
Section 8. AMENDMENT. Except as expressly provided herein, neither this
Agreement nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by the party against whom enforcement
of any such amendment, waiver, discharge or termination is sought; provided,
however, that any provisions hereof may be amended, waived, discharged or
terminated upon the written consent of the Company and Overseas.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date provided above.
PRIDE PETROLEUM SERVICES, INC.
By: PAUL A. BRAGG
---------------------------------
Paul A. Bragg Vice President & CFO
FINANCIAL OVERSEAS MANAGEMENT, S.A.
By:
---------------------------------
JORGE E. ESTRADA MORA
---------------------------------
Jorge E. Estrada Mora
ANA MARIA ESTRADA MORA
---------------------------------
Ana Maria Estrada Mora
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ADDENDUM AGREEMENT
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This Agreement is an addendum to that certain Agreement dated June 13, 1995
between Pride Petroleum Services, Inc., a Louisiana corporation (the "Company"),
and Financial Overseas Management, S.A. ("Overseas"), a corporation organized in
and existing under the laws of Uruguay, and the sole shareholders of Overseas,
Jorge E. Estrada Mora and Ana Maria Estrada Mora (the "Estradas"). Such
Agreement shall hereinafter be referred to as the "Agreement".
All terms not otherwise defined herein shall have the same meaning as in
the Agreement.
WHEREAS, the Company, pursuant to the Agreement, has agreed to certain
amendments to the Purchase Agreement based upon a high degree of expectation
that all the performance contingencies in the Purchase Agreement will be
achieved;
WHEREAS, Overseas has agreed to accept a total of 203,000 of Common Stock
("Securities") from the Company in consideration for such amendments to the
Purchase Agreement; and
WHEREAS, the Company is not willing to execute the Agreement without this
Addendum; and
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree that notwithstanding anything to the
contrary in the Agreement, in the event such performance contingencies are not
realized as set out in the Purchase Agreement and pursuant to the Warrants
(prior to the amendments set out in the Agreement), Overseas shall return to the
Company that applicable pro rata share of the Securities that are determined
would not have been earned under the Purchase Agreement and pursuant to the
Warrants (in accordance with the methodology utilized in the Agreement) because
of Pride Petrotech S.A.M.P.I.C.'s failure to satisfy the performance
contingencies based upon the cumulative results of Pride Petrotech S.A.M.P.I.C.
for the three year period ending December 31, 1996. Overseas shall deliver the
pro rata number of Company Common Stock no later than 30 days following the
Company's notice to Overseas of such shortfall.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to the
Agreement as of June 22, 1995.
PRIDE PETROLEUM SERVICES, INC.
JORGE E. ESTRADA M. By: PAUL A. BRAGG
- ----------------------------------- -----------------------------------
Vice President & CFO
FINANCIAL OVERSEAS MANAGEMENT, S.A.
By: JORGE E. ESTRADA M.
-----------------------------------
Jorge E. Estrada Mora
JORGE E. ESTRADA M.
-----------------------------------
Jorge E. Estrada Mora
ANA MARIA ESTRADA MORA
-----------------------------------
Ana Maria Estrada Mora
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