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EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") dated as of May
18,
2005 is by and among Pride International,
Inc., a Delaware corporation (the
"Company"), First Reserve Fund VII, Limited
Partnership, a Delaware limited
partnership ("Fund VII"), First Reserve
Fund VIII, L.P., a Delaware limited
partnership ("Fund VIII"), and First
Reserve Fund IX, L.P., a Delaware limited
partnership ("Fund IX" and, together with
Fund VII and Fund VIII, the "Funds").
WHEREAS, the Funds own an aggregate of 5,976,251 shares of
common
stock, par value $.01 per share, of the
Company (the "Common Stock");
WHEREAS, concurrently herewith the Company is entering into an
underwriting agreement dated the date
hereof (the "Underwriting Agreement")
with the underwriter named therein (the
"Underwriter") pursuant to which the
Company will issue and sell to the
Underwriter for cash in connection with a
firm commitment underwriting (the "Public
Offering") 5,976,251 shares of Common
Stock (the "Shares") (the closing of such
issuance and sale pursuant to the
Underwriting Agreement is hereinafter
referred to as the "Closing" and the date
of such Closing is hereinafter referred to
as the "Closing Date"), pursuant to
the Company's registration statement on
Form S-3 (No. 333-118106) (as amended
to the date hereof, the "Registration
Statement") and a prospectus supplement
dated May 18, 2005 (together with the
prospectus included in the Registration
Statement, the "Prospectus") filed or to be
filed with the Securities and
Exchange Commission (the "Commission")
pursuant to Rule 424 under the
Securities Act of 1933, as amended (the
"Securities Act"); and
WHEREAS, on the Closing Date, the Funds desire to sell to the
Company,
and the Company desires to purchase from
the Funds, an aggregate of 5,976,251
shares of Common Stock (such purchase and
sale being hereinafter referred to as
the "Purchase").
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements set
forth herein, the parties hereto
hereby agree as follows:
ARTICLE 1
PURCHASE AND SALE OF COMMON STOCK; CLOSING
Section 1.1 Purchase and Sale of Common Stock. On the basis of
the
representations and warranties contained
herein and upon the terms and subject
to the conditions hereof, on the Closing
Date, each of the Funds agrees to sell
to the Company, and the Company agrees to
purchase from each of the Funds, the
number of shares of Common Stock (the "FR
Shares") set forth opposite such
Fund's name on Schedule A hereto at a price
per share of $20.68 (the "Per Share
Price"), which price represents the price
per share to be received by the
Company pursuant to the Underwriting
Agreement.
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Section 1.2 Closing.
(a) Subject to satisfaction or waiver of the conditions set
forth
herein, the closing of the Purchase shall
take place at the offices of Baker
Botts L.L.P., 910 Louisiana Street,
Houston, Texas 77002 on the Closing Date
concurrently with or promptly following the
Closing (or at such other time or
place as shall be mutually agreed upon by
the parties hereto).
(b) At the closing of the Purchase, each of the Funds shall deliver
to
the Company the certificates representing
the FR Shares to be sold to the
Company on such date by such Fund, duly
endorsed in blank or accompanied by
separate stock powers so endorsed, or shall
cause such FR Shares to be
delivered to the Company's account
maintained by American Stock Transfer &
Trust Company, the transfer agent and
registrar for the Common Stock, in
accordance with the procedures of the
Depository Trust Company.
(c) As part of the closing of the Purchase, the Company shall pay
to
each of the Funds the Per Share Price for
each FR Share to be purchased by the
Company from such Fund on such date by wire
transfer of immediately available
funds to an account designated in advance
in writing by such Fund.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE FUNDS
Each of the Funds, severally and not jointly, represents and
warrants
to the Company as follows:
Section 2.1 Existence and Power. Such Fund has been duly formed and
is
validly existing and in good standing as a
limited partnership under the laws
of the State of Delaware, with the
requisite power and authority to execute and
deliver this Agreement and consummate the
transactions and perform each of its
obligations contemplated hereby.
Section 2.2 Authority; Enforceability. The execution and delivery
of
this Agreement by such Fund and the
consummation by such Fund of each of the
transactions and the performance by such
Fund of each of its obligations
contemplated hereby have been duly and
properly authorized by all necessary
partnership action on the part of such
Fund. This Agreement has been duly
executed and delivered by such Fund and
constitutes the valid and legally
binding obligation of such Fund,
enforceable against it in accordance with its
terms, except as the enforceability thereof
may be subject to the effect of any
applicable bankruptcy, reorganization,
insolvency, moratorium, fraudulent
conveyance or other laws affecting
creditors' rights generally from time to
time in effect and general principles of
equity (regardless of whether
considered in a proceeding in equity or at
law), and except as rights to
indemnity and contribution hereunder may be
limited by any applicable laws or
principles of public policy.
Section 2.3 Ownership of FR Shares. Such Fund is the record and
beneficial owner of the number of FR Shares
set forth below:
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Fund
FR Shares
----
---------
Fund VII
281,978
Fund VIII
3,347,235
Fund IX
2,347,038
All such FR Shares held by such Fund are
held free and clear of all mortgages,
pledges, security interests, liens, claims,
encumbrances, equities or other
restrictions (collectively, "Liens"). Upon
payment for the FR Shares to be sold
by such Fund in accordance with the terms
and conditions of this Agreement, the
Company will acquire good and valid title
to such FR Shares free and clear of
all Liens.
Section 2.4 No Conflicts. The execution and delivery of this
Agreement
by such Fund and the consummation by such
Fund of each of the transactions and
the performance by such Fund of each of its
obligations contemplated hereby (i)
do not conflict with or violate (whether
with or without notice or a lapse of
time or both), require the consent of any
Person (as defined below) to or
otherwise result in a material detriment to
such Fund under its partnership or
other organizational documents or any
agreement to which it is a party or any
law or order applicable to it, in each case
in a manner that could reasonably
be expected to materially hinder or impair
the completion of any of the
transactions contemplated hereby; and (ii)
do not impose any penalty or other
onerous condition on such Fund that could
reasonably be expected to materially
hinder or impact the completion of any of
the transactions contemplated hereby.
As used herein, the term "Person" means a
natural person, corporation, limited
liability company, venture, partnership,
trust, unincorporated organization,
association or other entity.
Section 2.5 No Governmental Approvals. No approval from any
Governmental Entity (as defined below) is
required by or with respect to such
Fund in connection with the execution and
delivery by such Fund of this
Agreement or the consummation by such Fund
of the transactions contemplated
hereby, except for any such approval the
failure of which to be made or
obtained (i) has not impaired and could not
reasonably be expected to impair
the ability of such Fund to perform its
obligations under this Agreement in any
material respect and (ii) could not
reasonably be expected to delay in any
material respect or prevent the
consummation of any of the transactions
contemplated by this Agreement. As used
herein, the term "Governmental Entity"
means any agency, bureau, commission,
authority, department, official,
political subdivision, tribunal or other
instrumentality of any government,
whether (i) regulatory, administrative or
otherwise, (ii) federal, state or
local or (iii) domestic or foreign.
Section 2.6 Independent Investigation. Such Fund (a) has the
requisite
knowledge, sophistication and experience in
order to fairly evaluate a
disposition of the FR Shares to be sold by
such Fund hereunder, including the
risks associated therewith, and (b) has
adequate information and has made its
own independent investigation and
evaluation to the extent it deems necessary
or appropriate concerning the properties,
business and financial condition of
the Company to make an informed decision
regarding the sale of the FR Shares
pursuant to this Agreement.
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to each of the Funds
as
follows:
Section 3.1 Existence and Power. The Company has been duly formed
and
is validly existing company in good
standing under the laws of the State of
Delaware, with the requisite corporate
power and authority to execute and
deliver this Agreement and consummate the
transactions and perform each of its
obligations contemplated hereby.
Section 3.2 Authority; Enforceability. The
execution and delivery of this
Agreement by the Company and the
consummation by the Company of each of the
transactions and the performance by the
Company of each of its obligations
contemplated hereby have been duly and
properly authorized by all necessary
corporate action on the part of the
Company. This Agreement has been duly
executed and delivered by the Company and
constitutes the valid and legally
binding obligation of the Company,
enforceable against it in accordance with
its terms, except as the enforceability
thereof may be subject to the effect of
any applicable bankruptcy, reorganization,
insolvency, moratorium, fraudulent
conveyance or other laws affecting
creditors' rights generally from time to
time in effect and general principles of
equity (regardless of whether
considered in a proceeding in equity or at
law), and except as rights to
indemnity and contribution hereunder may be
limited by any applicable laws or
principles of public policy.
Section 3.3 No Conflicts. The execution and delivery of this
Agreement
by the Company and the consummation of each
of the transactions and the
performance of each of the obligations
contemplated hereby (i) do not conflict
with or violate (whether with or without
notice or a lapse of time or both),
require the consent of any Person to or
otherwise result in a material
detriment to the Company under its
organizational documents or any agreement to
which it is a party or any law or order
applicable to it, in each case in a
manner that could reasonably be expected to
materially hinder or impair the
completion of any of the transactions
contemplated hereby or have a material
adverse effect on the business, properties,
condition (financial or otherwise),
liabilities or prospects of the Company;
and (ii) do not impose any penalty or
other onerous condition on the Company that
could reasonably be expected to
materially hinder or impact the completion
of any of the transactions
contemplated hereby.
Section 3.4 No Governmental Approvals. No approval from any
Governmental Entity is required by or with
respect to the Company in connection
with the execution and delivery by the
Company of this Agreement or the
consummation by the Company of the
transactions contemplated hereby, except (i)
such as may have previously been made or
obtained or as may be required under
the Securities Act or state securities laws
or (ii) for any such approval the
failure of which to be made or
