EXHIBIT 10.2
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of June 30, 2004, is among SESI, L.L.C., as Borrower,
SUPERIOR ENERGY SERVICES, INC., as Parent, BANK ONE, NA, as Agent (the "Agent"),
WELLS FARGO BANK, N.A., as Syndication Agent, WHITNEY NATIONAL BANK, as
Documentation Agent, and the Lenders party hereto, who agree as follows:
RECITALS
A. The Borrower, Agent and Lenders have heretofore executed an Amended
and Restated Credit Agreement dated as of August 14, 2003 (the "Credit
Agreement").
B. The Borrower has requested that the Lenders extend the maturity date
of Term Loan Two from May 2, 2005 to August 13, 2008 (to coincide with the
maturity date of Term Loan One), and modify the repayment schedule.
C. The Agent and Lenders are willing to accept the Borrower's request
on the terms and conditions set forth below.
D. Capitalized terms used herein, and not otherwise defined herein,
shall have the meanings defined in the Credit Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings, the parties hereby agree as follows:
ARTICLE 1
AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Sections 2.1.1 (b) (Making the Term Loans; Term Loan Two) and
Section 2.1.2 (b) (Repayments of the Term Loans; Term Loan Two) of the Credit
Agreement are hereby amended to substitute August 13, 2008 for May 2, 2005
wherever the latter date appears therein. Section 2.1.2 (b) is further amended
to substitute quarterly payments of $1,000,000 for $1,600,000 beginning
September 30, 2004.
1.2 Except as specifically amended hereby, all of the remaining terms
and conditions of the Credit Agreement remain in full force and effect.
ARTICLE 2
ACKNOWLEDGMENT OF COLLATERAL
2.1 Borrower hereby specifically reaffirms all of the Collateral
Documents.
ARTICLE 3
MISCELLANEOUS
3.1 Borrower will pay each Term Loan Two Lender who approves the
foregoing amendments on or prior to July 30, 2004, an extension fee of $2,500.
3.2 This Amendment may be executed in any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one in the same instrument. This Amendment shall be effective as of
the date first written above upon execution by the Borrower, Parent, the
Required Lenders and all of the Term Loan Two Lenders.
[SIGNATURES ON FOLLOWING PAGES]
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IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders have
executed this Agreement as of the date first above written.
BORROWER: SESI, L.L.C.
By: Superior Energy Services, Inc.
Member Manager
By: /s/ Robert S. Taylor
-------------------------------
Name: Robert S. Taylor
Title: Chief Financial Officer
PARENT: SUPERIOR ENERGY SERVICES, INC.
By: /s/ Robert S. Taylor
-----------------------------------
Name: Robert S. Taylor
Title: Chief Financial Officer
AGENT AND LENDER: BANK ONE, NA
(Main Office Chicago)
By: /s/ Steven D. Nance
-----------------------------------
Name: Steven D. Nance
Title: Vice President
SYNDICATION AGENT AND LENDER: WELLS FARGO BANK, N.A.
By: /s/ Philip C. Lauinger III
-----------------------------------
Name: Philip C. Lauinger III
Title: Vice President
DOCUMENTATION AGENT AND LENDER: WHITNEY NATIONAL BANK
By: /s/ Hollie L. Ericksen
-----------------------------------
Name: Hollie L. Ericksen
Title: Vice President
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LENDERS: PNC BANK, NATIONAL ASSOCIATION
By: /s/ Tara Clare Wilde
-----------------------------------
Name: Tara Clare Wilde
Title: AVP
NATEXIS BANQUES POPULAIRES
By: /s/ Timothy Polvado
-----------------------------------
Name: Timothy Polvado
Title: Vice President/Manager
By: /s/ Louis P. Laville, III
-----------------------------------
Name: Louis P. Laville, III
Title: Vice President/Manager
HIBERNIA NATIONAL BANK
By: /s/ Corwin Dupree
-----------------------------------
Name: Corwin Dupree
Title: Assistant Vice-President
BANK OF SCOTLAND
By:
-----------------------------------
Name:
Title:
SOUTHWEST BANK OF TEXAS
By: /s/ Ross Bartley
-----------------------------------
Name: Ross Bartley
Title: Vice President
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