##### 



EXECUTION COPY
 FIRST AMENDED AND RESTATED CREDIT AGREEMENT
 By and Among
 SESI, L.L.C.
(as Borrower),
 SUPERIOR ENERGY SERVICES, INC.
(as Parent),
 JPMORGAN CHASE BANK, N.A.
(as Agent),
 AND
 THE LENDERS PARTY HERETO
 
 As of July 1, 2007
 
 J.P. MORGAN SECURITIES INC.
(as Sole Lead Arranger and Sole Book Manager)




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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS
    
    
    21.1 Definitions of Certain Terms Used Herein
    
    
    2ARTICLE II THE CREDITS
    
    
    182.1 Revolving Loans; Swing Line Loan
    
    
    182.2 Letters of Credit
    
    
    202.3 Types of Advances
    
    
    212.4 Commitment Fee; Reductions in Aggregate Loan Commitment; Other Fees
    
    
    212.5 Minimum Amount of Each Advance
    
    
    222.6 Prepayments
    
    
    222.7 Method of Selecting Types and Eurodollar Interest Periods for New Advances
    
    
    222.8 Conversion and Continuation of Outstanding Advances
    
    
    232.9 Changes in Interest Rate, etc.
    
    
    232.10 Rates Applicable After Default
    
    
    242.11 Method of Payment
    
    
    242.12 Noteless Agreement; Evidence of Obligations
    
    
    252.13 Telephonic Notices
    
    
    252.14 Interest Payment Dates; Interest and Fee Basis
    
    
    252.15 Notification of Advances, Interest Rates, Prepayments
and Commitment Reductions
    
    
    262.16 Lending Installations
    
    
    262.17 Non-Receipt of Funds by the Agent
    
    
    262.18 Collateral and Guarantees
    
    
    26ARTICLE III YIELD PROTECTION; TAXES
    
    
    283.1 Yield Protection
    
    
    283.2 Changes in Capital Adequacy Regulations
    
    
    283.3 Availability of Types of Advances
    
    
    293.4 Funding Indemnification
    
    
    293.5 Taxes
    
    
    293.6 Lender Statements; Survival of Indemnity
    
    
    313.7 Replacement of Lender
    
    
    31ARTICLE IV CONDITIONS PRECEDENT
    
    
    334.1 Effectiveness; Conditions Precedent to Advances
    
    
    334.2 Each Advance
    
    
    33ARTICLE V REPRESENTATIONS AND WARRANTIES
    
    
    345.1 Existence and Standing
    
    
    345.2 Authorization and Validity
    
    
    345.3 No Conflict; Government Consent
    
    
    34




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Page5.4 Financial Statements
    
    
    355.5 Material Adverse Change
    
    
    355.6 Taxes
    
    
    355.7 Litigation and Contingent Obligations
    
    
    355.8 Subsidiaries
    
    
    355.9 ERISA
    
    
    365.10 Accuracy of Information
    
    
    365.11 Material Agreements
    
    
    365.12 Compliance With Laws
    
    
    365.13 Ownership of Properties
    
    
    365.14 Environmental Matters
    
    
    375.15 Investment Company Act
    
    
    375.16 Solvency
    
    
    375.17 Labor Matters
    
    
    37ARTICLE VI COVENANTS
    
    
    396.1 Financial Reporting
    
    
    396.2 Use of Proceeds
    
    
    406.3 Notice of Default
    
    
    406.4 Conduct of Business
    
    
    406.5 Taxes
    
    
    406.6 Insurance
    
    
    406.7 Compliance with Laws; Environmental Matters
    
    
    406.8 Maintenance of Properties
    
    
    406.9 Inspection
    
    
    406.10 Restricted Payments; Negative Pledge Clauses; Clauses
Restricting Subsidiary Distributions
    
    
    416.11 Funded Indebtedness; Rate Management Obligations
    
    
    416.12 Merger
    
    
    426.13 Sale of Assets
    
    
    426.14 Liens
    
    
    436.15 Acquisitions
    
    
    446.16 Transactions with Affiliates
    
    
    456.17 Appraisals
    
    
    456.18 Financial Covenants
    
    
    456.19 Plug and Abandonment Liabilities
    
    
    466.20 Investments
    
    
    466.21 Amendments of Other Agreements
    
    
    46ARTICLE VII EVENTS OF DEFAULT
    
    
    47ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
    
    
    498.1 Acceleration
    
    
    498.2 Amendments and Waivers
    
    
    498.3 Preservation of Rights
    
    
    50
 ii




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PageARTICLE IX GENERAL PROVISIONS
    
    
    519.1 Survival of Representations
    
    
    519.2 Governmental Regulation
    
    
    519.3 Headings
    
    
    519.4 Entire Agreement
    
    
    519.5 Several Obligations; Benefits of this Agreement
    
    
    519.6 Expenses; Indemnification
    
    
    519.7 Numbers of Documents
    
    
    529.8 Accounting
    
    
    529.9 Severability of Provisions
    
    
    529.10 Nonliability of Lenders
    
    
    529.11 Confidentiality
    
    
    539.12 Nonreliance
    
    
    539.13 Disclosure
    
    
    539.14 The PATRIOT Act
    
    
    53ARTICLE X THE AGENT
    
    
    5410.1 Appointment; Nature of Relationship
    
    
    5410.2 Powers
    
    
    5410.3 General Immunity
    
    
    5410.4 No Responsibility for Loans, Recitals, etc.
    
    
    5410.5 Action on Instructions of Lenders
    
    
    5510.6 Employment of Agents and Counsel
    
    
    5510.7 Reliance on Documents; Counsel
    
    
    5510.8 Agents Reimbursement and Indemnification
    
    
    5510.9 Notice of Default
    
    
    5610.10 Rights as a Lender
    
    
    5610.11 Lender Credit Decision
    
    
    5610.12 Successor Agent
    
    
    5610.13 Agents Fee; Arrangers Fee
    
    
    5710.14 Delegation to Affiliates
    
    
    5710.15 Execution of Collateral Documents
    
    
    5710.16 Collateral Releases
    
    
    57ARTICLE XI SETOFF; RATABLE PAYMENTS
    
    
    5811.1 Setoff
    
    
    5811.2 Ratable Payments
    
    
    58ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
    
    
    5912.1 Successors and Assigns
    
    
    5912.2 Participations
    
    
    5912.3 Permitted Assignments
    
    
    6012.4 Dissemination of Information
    
    
    6312.5 Tax Treatment
    
    
    63
 iii




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PageARTICLE XIII NOTICES
    
    
    6413.1 Notices
    
    
    6413.2 Change of Address
    
    
    64ARTICLE XIV COUNTERPARTS
    
    
    6514.1 Counterparts
    
    
    65ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
    
    
    6615.1 GOVERNING LAW
    
    
    6615.2 SUBMISSION TO JURISDICTION
    
    
    6615.3 WAIVER OF JURY TRIAL
    
    
    66
  SCHEDULE 1 (Commitment Amounts of the Lenders)  SCHEDULE 2 (Pricing Schedule)  SCHEDULE 3 (List of Borrowers Subsidiaries)  SCHEDULE 4 (List of existing restrictions)  SCHEDULE 5 (List of existing investments)
 EXHIBIT A (Compliance Certificate)  SCHEDULE 1 TO COMPLIANCE CERTIFICATE
 EXHIBIT B (Assignment Agreement)  SCHEDULE 1 TO ASSIGNMENT AGREEMENT  ATTACHMENT TO SCHEDULE 1 TO ASSIGNMENT AGREEMENT
 iv




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FIRST AMENDED AND RESTATED CREDIT AGREEMENT
  RECITALS




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DEFINITIONS
 Definitions of Certain Terms Used Herein
 7/8 7/8 7/8
 7/8 7/8
      2




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3




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Exhibit B
  over
     excluding
  4




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S&P Moodys
   5




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Exhibit A
 provided provided further
    6




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over
 Controlling Controlled
    plus minus,
 7




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provided
 provided, however, provided, however,
 8




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9




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guaranteeing person primary obligations primary obligor provided however
 10




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Schedule 1
 Schedule 1
     11




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provided
   provided
    12




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13




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Schedule 2
     14




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provided, however,
   15




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7/8
  Schedule 1
        16




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excluding
      17




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THE CREDITS
 Revolving Loans; Swing Line Loan
 Making the Revolving Loans
 Foreign Currencies
  Making the Swing Line Loan Swing Line Loans provided
 18




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provided
 Procedure for Swing Line Borrowing; Refunding of Swing Line Loans
 Refunded Swing Line Loans
 19




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Swing Line
Participation Amount times
 pro rata provided however
  Letters of Credit
 Issuance of Letters of Credit
 20




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Risk Participation
 Letter of Credit Fees
  Guaranty of Subsidiaries
 Types of Advances
 Commitment Fee; Reductions in Aggregate Loan Commitment; Other Fees minus minus
 21




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provided,
however,
  Minimum Amount of Each Advance provided, however,
 Prepayments.
 Optional Prepayments
 Method of Selecting Types and Eurodollar Interest Periods for New Advances
 (i)
    
    the Borrowing Date, which shall be a Business Day, of such Advance;(ii)
    
    the aggregate amount of such Advance;(iii)
    
    the Type of Advance selected; and
 22




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(iv)
    
    in the case of each Eurodollar Advance, the Eurodollar Interest Period
applicable thereto.
   Conversion and Continuation of Outstanding Advances
 (i)
    
    the requested date, which shall be a Business Day, of such conversion or
continuation,(ii)
    
    the aggregate amount and Type of the Advance which is to be converted or
continued, and(iii)
    
    the amount of such Advance which is to be converted into or continued as a
Eurodollar Advance and the duration of the Eurodollar Interest Period applicable
thereto.
 Changes in Interest Rate, etc.
 23




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Rates Applicable After Default
 Method of Payment
 pro rata
  24




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Noteless Agreement; Evidence of Obligations
  prima facie provided, however,
  Telephonic Notices
 Interest Payment Dates; Interest and Fee Basis
 25




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Notification of Advances, Interest Rates, Prepayments and Commitment Reductions
 Lending Installations
 Non-Receipt of Funds by the Agent
 Collateral and Guarantees
  26




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27




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YIELD PROTECTION; TAXES
 Yield Protection
    Changes in Capital Adequacy Regulations
 28




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Availability of Types of Advances
 Funding Indemnification
 Taxes
   29




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unless
 provided
   30




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Lender Statements; Survival of Indemnity
 Replacement of Lender provided provided further
 31




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32




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CONDITIONS PRECEDENT
 Effectiveness; Conditions Precedent to Advances
 (i)
    
    Credit Agreement. The Agent shall have received this Agreement,
executed and delivered by the Agent, the Parent, the Borrower and the Lenders.(ii)
    
    Legal Opinions. The Agent shall have received the legal opinion of
Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P., Louisiana counsel to the
Borrower and its Subsidiaries, in the form and substance satisfactory to the Agent.
Such legal opinion shall cover such other matters incident to the transactions
contemplated by this Agreement as the Agent may reasonably require.
 Each Advance
 (i)
    
    There exists no Event of Default or Default.(ii)
    
    The representations and warranties contained in Article V or in any other Loan
Documents are true and correct in all material respects as of such Borrowing Date
except to the extent any such representation or warranty is stated to relate solely to
an earlier date, in which case such representation or warranty shall have been true and
correct in all material respects on and as of such earlier date.(iii)
    
    All matters incident to the making of such Advance shall be satisfactory to
the Lenders and their counsel.(iv)
    
    No Material Adverse Effect relating to the Parent, Borrower and Borrowers
Subsidiaries has occurred since the Closing Date or the date of any financial
statements of the Parent submitted subsequent to the Closing Date.
  33




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REPRESENTATIONS AND WARRANTIES
  Existence and Standing
 Authorization and Validity
 No Conflict; Government Consent
 34




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Financial Statements
  Material Adverse Change
 Taxes
 Litigation and Contingent Obligations
 Subsidiaries Schedule 3
 35




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ERISA
 Accuracy of Information
 Material Agreements
 Compliance With Laws
 Ownership of Properties
 36




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Environmental Matters
 Investment Company Act
 Solvency
 Labor Matters
 37




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38




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COVENANTS
  Financial Reporting
 (i)
    
    Within 90 days after the close of each of the Parents fiscal years, or earlier
if required pursuant to the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date thereof, an
unqualified audit report certified by an independent certified public accounting firm
of national standing, prepared in accordance with GAAP on a consolidated basis for
Parent, Borrower and Borrowers Subsidiaries, including balance sheets as of the end of
such period, related profit and loss statement, statement of changes in shareholders
equity and statement of cash flows (but excluding any work papers relating thereto),
accompanied by a certificate of said accountants that, in the course of their
examination necessary for their certification of the foregoing, they have obtained no
knowledge of any Event of Default or Default, or if, in the opinion of such
accountants, any Event of Default or Default shall exist, stating the nature and status
thereof.(ii)
    
    Within 45 days after the close of each of the first three fiscal quarters of
each fiscal year of the Parent, or earlier if required pursuant to the Securities
Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder
as in effect on the date thereof, consolidated unaudited balance sheets of the Parent,
Borrower and Borrowers Subsidiaries as at the close of each fiscal quarter and
consolidated profit and loss statements for the period from the beginning of such
fiscal year to the end of such quarter, all certified by its chief financial officer.(iii)
    
    Simultaneously with the furnishing of the financial statements required under
Sections 6.1(i) and (ii), a Compliance Certificate.(iv)
    
    As soon as possible and in any event within 10 days after receipt by the Parent
or Borrower, a copy of any notice alleging any violation of any federal, state or local
environmental, health or safety law or regulation by the Parent, Borrower or any of
Borrowers Subsidiaries, which, in either case, could reasonably be expected to have a
Material Adverse Effect.(v)
    
    Such other information (including non-financial information) as the Agent or
any Lender may from time to time reasonably request.
 39




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Use of Proceeds
 Notice of Default
 Conduct of Business
 Taxes
 Insurance
 Compliance with Laws; Environmental Matters
 Maintenance of Properties
 Inspection
 40




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Restricted Payments; Negative Pledge Clauses; Clauses Restricting Subsidiary
Distributions
 Funded Indebtedness; Rate Management Obligations
 (i)
    
    The Loans.(ii)
    
    Rate Management Obligations (A) related to the Loans or any other Funded
Indebtedness permitted pursuant to this Section 6.11 or (B) entered into to hedge or
mitigate risks otherwise permitted hereby, including without limitation, oil and gas
production, sales and related activities, to which the Borrower or any Subsidiary has
actual exposure.(iii)
    
    Obligations from the Borrower in favor of one or more of its Subsidiaries or
from one or more of its Subsidiaries in favor of the Borrower or from one or more of
the Subsidiaries in favor of one or more of the other Subsidiaries.(iv)
    
    Obligations guaranteed by the Maritime Administration under Title XI of the
Merchant Marine Act of 1946, as amended, for the construction of liftboats, up to the
aggregate principal amount of $45,000,000.(v)
    
    Obligations of Superior Energy Liftboats, L.L.C. guaranteed by the Maritime
Administration under Title XI of the Merchant Marine Act of 1946, as amended, for the
construction or refinancing of construction of liftboats, in the amount outstanding as
of the Closing Date.(vi)
    
    Obligations represented by the 67/8% Senior Notes up to the
aggregate principal amount of $350,000,000, and the 1.5% Senior Exchangeable Notes up
to the aggregate principal amount of $400,000,000 due 2026 issued pursuant to the
Indenture relating thereto dated as of December 12, 2006, among the Borrower, the
Parent, the respective Subsidiaries of the Parent party thereto and The Bank of
 41




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New York, as trustee, as amended, supplemented, amended and restated or otherwise modified,
but not increased in aggregate amount, from time to time.(vii)
    
    Other secured Funded Indebtedness and Rate Management Obligations not
exceeding $50,000,000 in the aggregate principal amount outstanding at any time.(viii)
    
    Other unsecured Funded Indebtedness not exceeding $50,000,000 in the aggregate
principal amount outstanding at any time.(ix)
    
    The refinancing of any Funded Indebtedness described in the foregoing Section
6.11(i) through (viii).
  (i)
    
    The Loans.(ii)
    
    The Borrowers Obligations arising under Rate Management Transactions related
to the Loans.(iii)
    
    Any other Funded Indebtedness of the Borrower or its Subsidiaries permitted by
Section 6.11(a).
 Merger
 Sale of Assets
 (i)
    
    Sales of inventory, used or surplus equipment and investments in the ordinary
course of business.(ii)
    
    Leases of its Property in the ordinary course of business.(iii)
    
    Sales, transfers or other dispositions of its Property that, together with all
other Property of the Borrower and its Subsidiaries previously sold, transferred or
disposed of not otherwise permitted by this Section 6.13(a) during the twelve-month
period ending with the month in which any such sale, transfer or other disposition
occurs, do not constitute a Substantial Portion of the Property of the Borrower and its
Subsidiaries, taken as a whole.(iv)
    
    Transfers of Property among the Borrower and its Subsidiaries.
 42




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(v)
    
    A sale of assets which are promptly replaced thereafter by assets of a similar
type and value, or otherwise useful in the business of the Borrower or one of the
Subsidiaries.(vi)
    
    Sales of oil, gas and other minerals in the ordinary course of business,
including the sale, transfer or other disposition of any oil and gas property or
interest therein.
  Liens
 (i)
    
    Liens for taxes, assessments or governmental charges or levies on its Property
if the same are being contested in good faith and by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside on its books.(ii)
    
    Liens imposed by law, such as carriers, warehousemens, mechanics, maritime,
and oil and gas well liens and other similar liens arising in the ordinary course of
business which secure payment of obligations not more than 90 days past due or which
are being contested in good faith by appropriate proceedings and for which adequate
reserves shall have been set aside on its books.(iii)
    
    Inchoate contractual Liens arising in the ordinary course of the oil and gas
business under joint operating agreements, leases, farm outs, division orders and
similar agreements.(iv)
    
    Liens arising out of pledges or deposits (A) under workers compensation laws,
unemployment insurance, old age pensions, or other social security or retirement
benefits, or similar legislation; and (B) under bids, tenders and performance
agreements.(v)
    
    Utility easements, building restrictions and such other encumbrances or charges
against real property as are of a nature generally existing with respect to properties
of a similar character and which do not in any material way affect the marketability of
the same or interfere with the use thereof in the business of the Borrower or its
Subsidiaries.(vi)
    
    Liens in favor of the Agent, for the benefit of the Lenders, granted pursuant
to any Collateral Document.(vii)
    
    Attachment, judgment and other similar, non-tax Liens in connection with court
proceedings, but only if and for so long as the execution or other enforcement of such
Liens is and continues to be effectively stayed and bonded on appeal in a manner
reasonably satisfactory to Lenders for the full amount of such Liens, the
 43




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validity and amount of the claims secured thereby are being actively contested in good faith and by
appropriate lawful proceedings, such Liens do not, in the aggregate, materially detract
from the value of the Property of the Borrower or any of its Subsidiaries or materially
impair the use thereof in the operation of the Borrowers or any of its Subsidiaries
business and such Liens are and remain junior in priority to the Liens in favor of the
Lender.(viii)
    
    Liens on vessels, charters or related items securing Funded Indebtedness permitted
under Sections 6.11(a)(iv) and 6.11(a)(v).(ix)
    
    Liens securing Funded Indebtedness of the Borrower and its Subsidiaries
permitted under Section 6.11(a)(vii).(x)
    
    Other Liens on assets of the Borrower or its Subsidiaries having an aggregate
value not exceeding $10,000,000.
  (i)
    
    Liens for taxes, assessments or governmental charges or levies on its Property
if the same are being contested in good faith and by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside on its books.(ii)
    
    Liens arising out of pledges or deposits under workers compensation laws,
unemployment insurance, old age pensions, or other social security or retirement
benefits, or similar legislation.(iii)
    
    Liens in favor of the Agent, for the benefit of the Lenders, granted pursuant
to any Collateral Document.(iv)
    
    Attachment, judgment and other similar, non-tax Liens in connection with court
proceedings, but only if and for so long as the execution or other enforcement of such
Liens is and continues to be effectively stayed and bonded on appeal in a manner
reasonably satisfactory to Lenders for the full amount of such Liens, the validity and
amount of the claims secured thereby are being actively contested in good faith and by
appropriate lawful proceedings, such Liens do not, in the aggregate, materially detract
from the value of the Property of the Borrower or any of its Subsidiaries or materially
impair the use thereof in the operation of the Borrowers or any of its Subsidiaries
business and such Liens are and remain junior in priority to the Liens in favor of the
Lender.
 Acquisitions Schedule 5
 44




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Transactions with Affiliates
 Appraisals
 Financial Covenants.
 Maximum Leverage Ratio plus
 45




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Maximum Adjusted Leverage Ratio plus plus
 Minimum Fixed Charge Coverage Ratio minus minus minus plus plus
 Plug and Abandonment Liabilities
 Investments Schedule 4
 Amendments of Other Agreements 7/8
 46




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EVENTS OF DEFAULT
        47




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48




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ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
 Acceleration
   Amendments and Waivers provided however
 49




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Preservation of Rights
 50




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GENERAL PROVISIONS
 Survival of Representations
 Governmental Regulation
 Headings
 Entire Agreement
 Several Obligations; Benefits of this Agreement provided, however,
 Expenses; Indemnification
 51




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Numbers of Documents
 Accounting
 Severability of Provisions
 Nonliability of Lenders
 52




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Confidentiality
   Nonreliance
 Disclosure
 The PATRIOT Act
 53




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THE AGENT
 Appointment; Nature of Relationship
 Powers provided however
 General Immunity
 No Responsibility for Loans, Recitals, etc.
 54




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Action on Instructions of Lenders
 Employment of Agents and Counsel
 Reliance on Documents; Counsel
 Agents Reimbursement and Indemnification
 55




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provided
 Notice of Default
 Rights as a Lender
 Lender Credit Decision
 Successor Agent
 56




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Agents Fee; Arrangers Fee
 Delegation to Affiliates
 Execution of Collateral Documents
 Collateral Releases
 57




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SETOFF; RATABLE PAYMENTS
 Setoff
 Ratable Payments
  58




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BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
 Successors and Assigns provided,
however, provided, however,
 Participations
 Permitted Participants; Effect
 Voting Rights
 59




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Benefit of Setoff provided
 Permitted Assignments
  Assignee
 provided
 provided
    60




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provided
   Approved Fund
  Register
 61




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Participant provided provided
  provided
 62




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provided
 Dissemination of Information provided
 Tax Treatment
 63




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NOTICES
 Notices Schedule 1 provided
 Change of Address
 64




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COUNTERPARTS
 Counterparts
 65




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CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
 GOVERNING LAW
 SUBMISSION TO JURISDICTION
 WAIVER OF JURY TRIAL
 66




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BORROWER:
    
    SESI, L.L.C.By:
    
    Superior Energy Services, Inc.,
Member ManagerBy:
    
    /s/ Robert S. TaylorName:
    
    Robert S. TaylorTitle:
    
    Chief Financial OfficerPARENT:
    
    SUPERIOR ENERGY SERVICES, INC.By:
    
    /s/ Robert S. TaylorName:
    
    Robert S. TaylorTitle:
    
    Chief Financial Officer




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AGENT AND LENDER:
    
    JPMORGAN CHASE BANK, N.A.By:
    
    /s/ Steven D. NanceName:
    
    Steven D. NanceTitle:
    
    Senior Vice President




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LENDER:
    WELLS FARGO BANK, N.A.By:

/s/
Philip C. Lauinger IIIName:
    Philip C. Lauinger IIITitle:
    Senior Vice President




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LENDER:
    WHITNEY NATIONAL BANKBy:

/s/
Hollie L. EricksenName:
    Hollie L. EricksenTitle:
    Vice President




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LENDER:
    PNC BANK, NATIONAL ASSOCIATIONBy:Name:Title:




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LENDER:
    BANK OF SCOTLANDBy:

/s/
Karen WeichName:
    Karen WeichTitle:
    Vice President




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LENDER:
    NATEXIS BANQUES POPULAIRESBy:

/s/
Timothy L. PolvadoName:
    Timothy L. PolvadoTitle:
    Managing DirectorBy:

/s/
Louis P. Laville, IIIName:
    Louis P. Laville, IIITitle:
    Managing Director




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LENDER:
    CAPITAL ONE, NATIONAL ASSOCIATIONBy:

/s/
Mark PrestonName:
    Mark PrestonTitle:
    Vice President




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LENDER:
    FORTIS CAPITAL CORPORATIONBy:

/s/
Svein EnghName:
    Svein EnghTitle:
    Managing DirectorBy:

/s/
Joseph MaxwellName:
    Joseph MaxwellTitle:
    Senior Vice President




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LENDER:
    COMERICA BANK, NABy:

/s/
Gary CulbertsonName:
    Gary CulbertsonTitle:
    Vice President, Texas Division