EXHIBIT 10.1
FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT
THIS FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT (this "Amendment"),
dated and effective as of March 31, 2003, is by and among Superior Energy
Services, Inc., a Delaware corporation (the "Company"), First Reserve Fund VII,
Limited Partnership, a Delaware limited partnership, and First Reserve Fund
VIII, Limited Partnership, a Delaware limited partnership (each a "First Reserve
Fund" and, collectively, the "First Reserve Funds").
WITNESSETH:
WHEREAS, the parties desire to amend that certain Stockholders'
Agreement (the "Agreement") dated as of July 15, 1999, in the manner provided
below to limit the ability of the First Reserve Funds to designate directors to
be nominated for election by the Company's shareholders; and
WHEREAS, the amendments to the Agreement effected by this Amendment
will authorize the nominating committee of the Company's board of directors to
discharge its duties; and
WHEREAS, the parties desire to amend the Agreement in the manner
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
hereinafter contained, the parties hereby agree as follows:
Section 1. Definitions. Capitalized terms used in this Amendment but
not otherwise defined herein shall have the meanings ascribed thereto in the
Agreement.
Section 2. Amendment.
(a) Section 2.1(a) of the Agreement is hereby deleted in its
entirety.
(b) Section 2.1(b) of the Agreement is hereby deleted in its
entirety and replaced with the following:
"(b) The election to the Board of two designees of the
First Reserve Funds (the designees of the First
Reserve Funds are collectively referred to as the
"Fund Directors"); provided, however, that if at any
time the First Reserve Funds cease to beneficially
own, in the aggregate, at least 5% of the Voting
Power, unless the Board otherwise consents, all of
the Fund Directors shall immediately resign."
(c) Section 2.1(c) of the Agreement is hereby deleted in its
entirety.
(d) Section 2.1(d) of the Agreement is hereby deleted in its
entirety and replaced with the following:
"(d) In the event that any Fund Director for any reason
ceases to serve as a member of the Board during his
term of office, the First Reserve Funds shall be
entitled to designate a successor Fund Director to
fill the vacancy created thereby on the terms and
subject to the conditions of this Section 2.1. If and
to the extent that the remaining members of the Board
are entitled to fill vacancies on the Board, upon the
occurrence of any vacancy, the Board will promptly
take any actions necessary to fill such vacancies in
accordance with the foregoing provision."
(e) Section 2.1(e) of the Agreement is hereby deleted in its
entirety.
Section 3. Extent of Amendments and References. Except as otherwise
expressly provided herein, the Agreement and the other instruments and
agreements referred to therein are not amended, modified or affected by this
Amendment. Except as expressly set forth herein, all of the terms, conditions,
covenants, representations, warranties and all other provisions of the Agreement
are herein ratified and confirmed and shall remain in full force and effect.
From and after the effectiveness of this Amendment, the terms "this Agreement,"
"hereof," "herein," "hereunder" and terms of like import, when used herein or in
the Agreement shall, except where the context otherwise requires, refer to the
Agreement, as amended by this Amendment.
Section 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware.
Section 5. Counterparts. This Amendment may be executed by the parties
hereto in separate counterparts and when so executed shall constitute one
Amendment, notwithstanding that all parties are not signatories to the same
counterpart.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Stockholders' Agreement to be executed by their duly authorized officers as
of the date first written above.
SUPERIOR ENERGY SERVICES, INC.
By: /s/ Terence E. Hall
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Terence E. Hall
President
FIRST RESERVE FUND VII,
LIMITED PARTNERSHIP
By: First Reserve GP VII, L.P.,
its General Partner
By: First Reserve Corporation,
its General Partner
By: /s/ Ben Guill
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Name: Ben Guill
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Title: President
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FIRST RESERVE FUND VIII,
LIMITED PARTNERSHIP
By: First Reserve GP VIII, L.P.,
its General Partner
By: First Reserve Corporation,
its General Partner
By: /s/ Ben Guill
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Name: Ben Guill
-----------------------------
Title: President
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