Letter Agreement Amending Merger Agreement Between Pride International, PM Merger, AM Merger, and Marine Drilling Companies

Summary

This letter agreement, dated in 2001, is between Pride International, Inc., PM Merger, Inc., AM Merger, Inc., and Marine Drilling Companies, Inc. It amends certain exhibits to their previously signed Agreement and Plan of Merger, specifically replacing the Certificate of Incorporation and Bylaws exhibits and consenting to certain actions. The agreement confirms that these amendments and consents, along with the attached exhibits, represent the complete understanding between the parties regarding these changes.

EX-2.2 3 h88527sex2-2.txt LETTER OF AGREEMENT 1 EXHIBIT 2.2 [FORM OF LETTER AGREEMENT] ___________, 2001 Marine Drilling Companies, Inc. One Sugar Creek Boulevard Suite 600 Sugar Land, Texas 77478 Attention: Mr. Jan Rask Gentlemen: In connection with the Agreement and Plan of Merger dated as of May 23, 2001 (the "Merger Agreement") among Pride International, Inc., a Louisiana corporation ("Pride"), PM Merger, Inc., a Delaware corporation ("PM Merger, Inc."), Marine Drilling Companies, Inc., a Texas corporation ("Marine"), and AM Merger, Inc., a Delaware corporation, please indicate by signing below your agreement that: 1. Certificate of Incorporation. Exhibit 2.1 of the Merger Agreement is amended and restated in its entirety as Exhibit A hereto. 2. Bylaws. Exhibit 2.2 of the Merger Agreement is amended and restated in its entirety as Exhibit B hereto. 3. Certain Actions. Pursuant to Sections 7.1 and 7.2 of the Merger Agreement, the parties hereby consent to the matters set forth on Exhibit C attached hereto. 4. Complete Agreement. Exhibits A, B and C hereto are incorporated herein by this reference. This letter agreement, together with those Exhibits, constitutes the complete agreement of the parties with respect to the matters set forth herein, superseding all prior negotiations, conversations, proposals, writings, or understandings on the subject matter. 1 2 Sincerely, PRIDE INTERNATIONAL, INC. By: -------------------------------- Paul A. Bragg President and Chief Executive Officer PM MERGER, INC. By: -------------------------------- Paul A. Bragg President and Chief Executive Officer AM MERGER, INC. By: -------------------------------- Paul A. Bragg President and Chief Executive Officer Agreed to and Accepted: MARINE DRILLING COMPANIES, INC. By: ------------------------------------- Jan Rask President and Chief Executive Officer 2