exv10w2



 





Exhibit 10.2




 




REGISTRATION RIGHTS AGREEMENT




Dated as of May 22, 2006




by and among




SESI, L.L.C.




THE GUARANTORS LISTED ON SCHEDULE I HERETO




and




BEAR, STEARNS & CO. INC.

J.P. MORGAN SECURITIES INC.

HOWARD WEIL INCORPORATED

JOHNSON RICE & COMPANY L.L.C.

PRITCHARD CAPITAL PARTNERS, LLC

RAYMOND JAMES & ASSOCIATES, INC.

SIMMONS & COMPANY INTERNATIONAL



 




 









 





     This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 22,
2006, by and among SESI, L.L.C. a Delaware limited liability company (the “Company”), the
guarantors listed on Schedule I hereto (the “Guarantors”) and Bear, Stearns & Co. Inc.; J.P. Morgan
Securities Inc.; Johnson Rice & Company L.L.C.; Pritchard Capital Partners, LLC; Raymond James &
Associates, Inc.; Simmons & Company International; and Howard Weil Incorporated (each an “Initial
Purchaser” and, together, the “Initial Purchasers”), who have agreed to purchase the Company’s 67⁄8%
Senior Notes due 2014 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).



     This Agreement is made pursuant to the Purchase Agreement, dated May 17, 2006 (the “Purchase
Agreement”), by and among the Company, the Guarantors and the Initial Purchasers. In order to
induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligations of the Initial Purchasers set forth in Section 10 of the Purchase
Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to them in the Indenture, dated as of the date hereof (the “Indenture”), among the
Company, the Guarantors and The Bank of New York Trust Company, N.A., as trustee, relating to the
Initial Notes and the Exchange Notes (as defined below).



     The parties hereby agree as follows:



SECTION 1. DEFINITIONS




     As used in this Agreement, the following capitalized terms shall have the following meanings:



     Act: The Securities Act of 1933, as amended.



     Affiliate: As defined in Rule 144.



     Broker-Dealer: Any broker or dealer registered under the Exchange Act.



     Business Day: Any day other than a Saturday, a Sunday or a day on which banking institutions
in the City of New York are authorized by law, regulation or executive order to remain closed.



     Closing Date: The date hereof.



     Commission: The Securities and Exchange Commission.



     Consummate: An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement
upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer
Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of
the Exchange Offer open for a period not less than the period required pursuant to Section 3(b)
hereof and (c) the delivery by the Company to the Registrar under the Indenture of Exchange Notes
in the same aggregate principal amount as the aggregate principal amount of Initial Notes validly
tendered by Holders thereof pursuant to the Exchange Offer.



 









 





     Consummation Deadline: As defined in Section 3(b) hereof.



     Exchange Act: The Securities Exchange Act of 1934, as amended.



     Exchange Notes: The Company’s 67⁄8% Senior Notes due 2014 to be issued pursuant to the
Indenture (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof.



     Exchange Offer: The exchange and issuance by the Company of a principal amount of Exchange
Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to
the outstanding principal amount of Initial Notes that are tendered by such Holders in connection
with such exchange and issuance.



     Exchange Offer Effectiveness Deadline: As defined in Section 3(a) hereof.



     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange
Offer, including the related Prospectus.



     Filing Deadline: As defined in Section 3(a) hereof.



     Holders: As defined in Section 2 hereof.



     Prospectus: The prospectus included in a Registration Statement at the time such Registration
Statement is declared effective, as amended or supplemented by any prospectus supplement and by all
other amendments thereto, including post-effective amendments, and all material incorporated by
reference into such Prospectus.



     Recommencement Date: As defined in Section 6(d) hereof.



     Registration Default: As defined in Section 5 hereof.



     Registration Statement: Any registration statement of the Company and the Guarantors relating
to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for
resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each
case, (i) that is filed pursuant to the provisions of this Agreement, (ii) including the Prospectus
included therein, and (iii) including all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by reference therein.



     Rule 144: Rule 144 promulgated under the Act.



     Shelf Filing Deadline: As defined in Section 4(a) hereof.



     Shelf Registration Statement: As defined in Section 4 hereof.



     Shelf Registration Statement Effectiveness Deadline: As defined in Section 4(a) hereof.



     Suspension Notice: As defined in Section 6(d) hereof.



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     TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the
date of the Indenture.



     Transfer Restricted Securities: Each Initial Note until the earliest to occur of (a) the date
on which such Initial Note has been exchanged in the Exchange Offer by a Person other than a
Broker-Dealer for an Exchange Note entitled to be resold to the public by the Holder thereof
without complying with the prospectus delivery requirements of the Act, (b) following the exchange
by a Broker-Dealer in the Exchange Offer of an Initial Note for an Exchange Note, the date on which
such Exchange Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the
date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement,
(c) the date on which such Initial Note has been effectively registered under the Act and disposed
of in accordance with the Shelf Registration Statement (and the purchasers thereof have been issued
Exchange Notes) or (d) the date on which such Initial Note is distributed to the public pursuant to
Rule 144.



SECTION 2. HOLDERS




     A
Person is deemed to be a holder of Transfer Restricted Securities
(each, a “Holder”)
whenever such Person owns Transfer Restricted Securities.



SECTION 3. REGISTERED EXCHANGE OFFER




     (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission policy
(after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and
the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the
Commission as soon as practicable after the Closing Date, but in no event later than 90 days after
the Closing Date (such 90th day being the “Filing
Deadline”), (ii) use all of their respective
commercially reasonable efforts to cause such Exchange Offer Registration Statement to become
effective at the earliest possible time, but in no event later than 180 days after the Closing Date
(such 180th day being the “Exchange Offer Effectiveness Deadline”), (iii) in connection with the
foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as
may be necessary in order to cause it to become effective, (B) file, if applicable, a
post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under
the Act and (C) cause all necessary filings, if any, in connection with the registration and
qualification of the Exchange Notes to be made under the blue sky laws of such jurisdictions as are
necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such
Exchange Offer Registration Statement, commence and use all of their respective commercially
reasonable efforts to Consummate the Exchange Offer. The Exchange Offer shall be on the
appropriate form permitting (x) registration of the Exchange Notes to be offered in exchange for
the Initial Notes that are Transfer Restricted Securities and, (y) as may reasonably be requested,
resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes
that such Broker-Dealer acquired for its own account as a result of market-making activities or
other trading activities (other than Initial Notes acquired directly from the Company or any of its
Affiliates) as contemplated by Section 3(c) below.



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     (b) The Company and the Guarantors shall use all of their respective commercially reasonable
efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall
keep the Exchange Offer open for a period of not less than the minimum period required under
applicable federal and state securities laws to Consummate the Exchange Offer; provided, however,
that in no event shall such period be less than 20 Business Days. The Company and the Guarantors
shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No
securities other than the Exchange Notes shall be included in the Exchange Offer Registration
Statement. The Company and the Guarantors shall use all of their respective commercially
reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date
after the Exchange Offer Registration Statement has become effective, but in no event later than 40
Business Days thereafter, or longer, if required by the federal securities laws (such 40th (or
longer) day being the “Consummation Deadline”).



     (c) If reasonably requested by a Broker-Dealer as provided in Section 3(a)(y), the Company and
the Guarantors shall include a “Plan of Distribution” section in the Prospectus contained in the
Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds
Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result
of market-making activities or other trading activities (other than Initial Notes acquired directly
from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities
pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other
information with respect to such sales by such Broker-Dealers that the Commission may require in
order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any
such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such
Broker-Dealer, except to the extent required by the Commission as a result of a change in policy,
rules or regulations after the date of this Agreement. See the Shearman & Sterling
no-action letter (available July 2, 1993).



     Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act
and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with
its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the
Company and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer
Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To
the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration
Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the
Guarantors agree to use all of their respective commercially reasonable efforts to keep the
Exchange Offer Registration Statement continuously effective, supplemented, amended and current as
required by and subject to the provisions of Sections 6(a) and (c) hereof and in conformity with
the requirements of this Agreement, the Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period not exceeding 180 days from the date on
which the Exchange Offer is Consummated or such shorter period ending on the date when all Transfer
Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The
Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus
to such Broker-Dealers, promptly upon request, and in no event later than two Business Days after
such request, at any time during such period.



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SECTION 4. SHELF REGISTRATION




     (a) Shelf Registration. If (i) the Company and the Guarantors are not (A) required to
file the Exchange Offer Registration Statement or (B) permitted to Consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable law or Commission policy (after the
Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or
(ii) any Holder of Transfer Restricted Securities notifies the Company prior to 20 Business Days
following Consummation of the Exchange Offer that (A) such Holder was prohibited by law or
Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the
Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus
and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Initial
Notes acquired directly from the Company or any of its Affiliates, then the Company and the
Guarantors shall:



     (x) use all of their respective commercially reasonable efforts to cause to be filed on or
prior to 90 days after the earlier of (i) the date as of which the Company determines that the
Exchange Offer Registration Statement will not be or cannot be, as the case may be, filed as a
result of clause (a)(i) above and (ii) the date on which the Company receives the notice specified
in clause (a)(ii) above (such earlier date, the “Shelf Filing Deadline”), a shelf registration
statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer
Registration Statement (the “Shelf Registration Statement”)), relating to all Transfer Restricted
Securities; and



     (y) use all of their respective commercially reasonable efforts to cause such Shelf
Registration Statement to become effective on or prior to 90 days after the Shelf Filing Deadline
(such 90th day, the “Shelf Registration Statement Effectiveness Deadline”).



     If, after the Company and the Guarantors have filed an Exchange Offer Registration Statement
that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required
to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not
permitted as a result of the circumstances described under applicable federal law (i.e., clause
(a)(i)(B) above), then the filing of the Exchange Offer Registration Statement shall be deemed to
satisfy the requirements of clause (x) above; provided that, in such event, the Company and the
Guarantors shall remain obligated to meet the Shelf Registration Statement Effectiveness Deadline.



     To the extent necessary to ensure that the Shelf Registration Statement is available for sales
of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section
4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii)
hereof, the Company and the Guarantors shall use all of their respective commercially reasonable
efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously
effective, supplemented, amended and current as required by and subject to the provisions of
Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and
the policies, rules and regulations of the Commission as announced from time to time, for a period
of at least two years (as extended pursuant to Section 6(d) hereof) following the Closing Date, or
such shorter period as will terminate when either all Transfer Restricted Securities



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covered by such Shelf Registration Statement have been sold pursuant thereto or the expiration
of the period referred to in Rule 144(k) with respect to the Initial Notes.



     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer
Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and
until such Holder furnishes to the Company in writing, within 20 days after receipt of a request
therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act
or such other information as the Company may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary prospectus included therein. No Holder
of Transfer Restricted Securities shall be entitled to additional interest pursuant to Section 5
hereof unless and until such Holder shall have provided all such information. Each selling Holder
agrees to promptly furnish additional information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially misleading.



SECTION 5. ADDITIONAL INTEREST




     If (i) any Registration Statement required by this Agreement is not filed with the Commission
on or prior to the applicable Filing Deadline or Shelf Filing Deadline, as applicable, (ii) any of
such Registration Statements is not declared effective by the Commission on or prior to the
Exchange Offer Effectiveness Deadline or the Shelf Registration Statement Effectiveness Deadline,
as applicable, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation
Deadline or (iv) any Registration Statement required by this Agreement is filed and declared
effective but thereafter ceases to be effective or usable for its intended purpose (each such event
referred to in clauses (i) through (iv), a
“Registration Default”), then the Company and the
Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted
Securities affected thereby additional interest in an amount equal to a per annum rate of $0.05 per
week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each
week or portion thereof that the Registration Default continues for the first 90-day period
immediately following the occurrence of such Registration Default. The amount of the additional
interest shall increase by an additional $0.05 per week per $1,000 principal amount of Transfer
Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults
have been cured, up to a maximum amount of additional interest for all Registration Defaults of
$0.50 per week per $1,000 principal amount of Transfer Restricted Securities; provided that the
Company and the Guarantors shall in no event be required to pay additional interest for more than
one Registration Default at any given time. Notwithstanding anything to the contrary set forth
herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the
Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange
Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case
of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon
the filing of a post-effective amendment to the Registration Statement or an additional
Registration Statement that causes the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement) to again be declared effective or made usable in the
case of (iv) above, the additional interest payable with respect to the Transfer Restricted
Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.



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     All accrued additional interest shall be paid to the Holders entitled thereto, in the manner
provided for the payment of interest in the Indenture, on each Interest Payment Date (as defined in
the Indenture), as more fully set forth in the Indenture and the Notes. Notwithstanding the fact
that any securities for which additional interest are due cease to be Transfer Restricted
Securities, all obligations of the Company and the Guarantors to pay additional interest with
respect to securities shall survive until such time as such obligations with respect to such
securities shall have been satisfied in full.



SECTION 6. REGISTRATION PROCEDURES




     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the
Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below,
(y) use all of their respective commercially reasonable efforts to effect such exchange and to
permit the resale for up to 180 days from the date on which the Exchange Offer is Consummated of
Exchange Notes by Broker-Dealers that tendered Initial Notes in the Exchange Offer that such
Broker-Dealer acquired for its own account as a result of its market-making activities or other
trading activities (other than Initial Notes acquired directly from the Company or any of its
Affiliates) being sold in accordance with the intended method or methods of distribution thereof,
and (z) comply with all of the following provisions:




     (i) If, following the date hereof there has been announced a change in applicable law
or Commission policy with respect to exchange offers such as the Exchange Offer, that in the
reasonable opinion of counsel to the Company raises a substantial question as to whether the
Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby
agree to seek a no-action letter or other favorable decision from the Commission allowing
the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted
Securities. In connection with the foregoing, the Company and the Guarantors hereby agree to
take all such actions as may be reasonably requested by the Commission or otherwise required
in connection with the issuance of such decision, including without limitation diligently
pursuing a resolution (which need not be favorable) by the Commission staff.




     (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer
Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer)
shall furnish, upon the request of the Company, prior to the Consummation of the Exchange
Offer, a written representation to the Company and the Guarantors (which may be contained in
the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the
effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does
not intend to engage in, and has no arrangement or understanding with any person to
participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and
(C) it is acquiring the Exchange Notes in its ordinary course of business. As a condition
to its participation in the Exchange Offer, each Holder using the Exchange Offer to
participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the
resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired
directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy
as in effect on the date of this Agreement, rely on the position of the Commission
enunciated in Morgan Stanley and Co., Inc. (available



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June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as
interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993,
and similar no-action letters (including, if applicable, any no-action letter obtained
pursuant to clause (i) above), and (2) must comply with the registration and prospectus
delivery requirements of the Act in connection with a secondary resale transaction and that
such a secondary resale transaction must be covered by an effective registration statement
containing the selling security holder information required by Item 507 or 508, as
applicable, of Regulation S-K.



     (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company
and the Guarantors shall provide a supplemental letter to the Commission (A) stating that
the Company and the Guarantors are registering the Exchange Offer in reliance on the
position of the Commission enunciated in Exxon Capital Holdings Corporation
(available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as
interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993,
and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B)
including a representation that neither the Company has nor the Guarantors have entered into
any arrangement or understanding with any Person to distribute the Exchange Notes to be
received in the Exchange Offer and that, to the best of the Company’s and the Guarantors’
information and belief, each Holder participating in the Exchange Offer is acquiring the
Exchange Notes in its ordinary course of business and has no arrangement or understanding
with any Person to participate in the distribution of the Exchange Notes received in the
Exchange Offer and (C) any other undertaking or representation required by the Commission as
set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.



     (b) Shelf Registration Statement. In connection with the Shelf Registration Statement,
the Company and the Guarantors shall:




     (i) comply with all the provisions of Section 6(c) below and use all of their
respective commercially reasonable efforts to effect such registration to permit the sale of
the Transfer Restricted Securities being sold in accordance with the intended method or
methods of distribution thereof (as indicated in the information furnished to the Company
pursuant to Section 4(b) hereof), and pursuant thereto the Company and the Guarantors will
prepare and file with the Commission a Registration Statement relating to the registration
on any appropriate form under the Act, which form shall be available for the sale of the
Transfer Restricted Securities in accordance with the intended method or methods of
distribution thereof within the time periods and otherwise in accordance with the provisions
hereof, and




     (ii) issue, upon the request of any Holder or purchaser of Initial Notes covered by
any Shelf Registration Statement contemplated by this Agreement, Exchange Notes having an
aggregate principal amount equal to the aggregate principal amount of Initial Notes sold
pursuant to the Shelf Registration Statement and surrendered to the Company for
cancellation; the Company shall register Exchange Notes on the Shelf Registration Statement
for this purpose and issue the Exchange Notes to the purchaser(s) of securities



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subject to the Shelf Registration Statement in the names as such purchaser(s) shall
designate.



     (c) General Provisions. In connection with any Registration Statement and any related
Prospectus required by this Agreement, the Company and the Guarantors shall:




     (i) use their respective commercially reasonable efforts to keep such Registration
Statement continuously effective and provide all requisite financial statements for the
period specified in Section 3 or 4 hereof, as applicable. Upon the occurrence of any event
that would cause any such Registration Statement or the Prospectus contained therein (A) to
contain an untrue statement of material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading or (B) not to be effective and
usable for resale of Transfer Restricted Securities during the period required by this
Agreement, the Company and the Guarantors shall file promptly an appropriate supplement or
post-effective amendment to such Registration Statement curing such defect, and, if
Commission review is required, use all commercially reasonable efforts to cause such
amendment to be declared effective as soon as practicable;




     (ii) prepare and file with the Commission such amendments and post-effective amendments
to the applicable Registration Statement as may be necessary to keep such Registration
Statement effective for the applicable period set forth in Section 3 or 4 hereof, as the
case may be, or such shorter period as will terminate when all Transfer Restricted
Securities covered by such Registration Statement have been sold; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, as
applicable, under the Act in a timely manner; and comply with the provisions of the Act with
respect to the disposition of all securities covered by such Registration Statement during
the applicable period in accordance with the intended method or methods of distribution by
the sellers thereof set forth in such Registration Statement or supplement to the
Prospectus;




     (iii) advise each Holder promptly and, if requested by such Holder, confirm such advice
in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment
has been filed, and, with respect to any applicable Registration Statement or any
post-effective amendment thereto, when the same has become effective, (B) of any request by
the Commission for amendments to the Registration Statement or amendments or supplements to
the Prospectus or for additional information relating thereto, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration Statement
under the Act or of the suspension by any state securities commission of the qualification
of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the
initiation of any proceeding for any of the preceding purposes, and (D) of the existence of
any fact or the happening of any event that makes any statement of a material fact made in
the Registration Statement, the Prospectus, any amendment or supplement thereto or any
document incorporated by reference therein untrue, or that requires the making of any
additions to or changes in the



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Registration Statement in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or that requires the making of any
additions to or changes in the Prospectus in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. If at any time the
Commission shall issue any stop order suspending the effectiveness of the Registration
Statement, or any state securities commission or other regulatory authority shall issue an
order suspending the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or blue sky laws, the Company and the
Guarantors shall use all of their respective commercially reasonable efforts to obtain the
withdrawal or lifting of such order at the earliest possible time;




     (iv) subject to Section 6(c)(i) hereof, if any fact or event contemplated by Section
6(c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective
amendment to the Registration Statement or related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter delivered to
the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue
statement of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading;




     (v) furnish to each Holder in connection with such exchange or sale, if any, before
filing with the Commission, copies of any Registration Statement or any Prospectus included
therein or any amendments or supplements to any such Registration Statement or Prospectus
(including all documents incorporated by reference after the initial filing of such
Registration Statement), which documents will be subject to the review and comment of such
Holders in connection with such sale, if any, for a period of at least five Business Days
prior to such filing, and the Company will not file any such Registration Statement or
Prospectus or any amendment or supplement to any such Registration Statement or Prospectus
(including all such documents incorporated by reference) to which such Holders shall
reasonably object within five Business Days after the receipt thereof. A Holder shall be
deemed to have reasonably objected to such filing if such Registration Statement, amendment,
Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue
statement of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under
which they are made, not misleading or fails to comply with the applicable requirements of
the Act;




     (vi) promptly prior to the filing of any document that is to be incorporated by
reference into a Registration Statement or Prospectus in connection with such exchange or
sale, if any, provide copies of such document to each Holder, make the Company’s and the
Guarantors’ representatives available for discussion of such document and other customary
due diligence matters, and include such information in such document prior to the filing
thereof as such Holders may reasonably request;




     (vii) subject to an express agreement of confidentiality acceptable to the Company,
make available, at reasonable times, for inspection by each Holder and any attorney or
accountant retained by such Holder, all financial and other records, pertinent



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corporate documents of the Company and the Guarantors and cause the Company’s and the
Guarantors’ officers, directors and employees to supply all information reasonably requested
by any such Holder, attorney or accountant in connection with such Registration Statement or
any post-effective amendment thereto subsequent to the filing thereof and prior to its
effectiveness;




     (viii) if requested by any Holders in connection with such exchange or sale, promptly
include in any Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such Holder may reasonably
request to have included therein, including, without limitation, information relating to the
“Plan of Distribution” of the Transfer Restricted Securities; and make all required filings
of such Prospectus supplement or post-effective amendment as soon as practicable after the
Company is notified of the matters to be included in such Prospectus supplement or
post-effective amendment;




     (ix) furnish to each Holder in connection with such exchange or sale, without charge,
at least one copy of the Registration Statement, as first filed with the Commission, and of
each amendment thereto, including financial statements and schedules, all documents
incorporated by reference therein and all exhibits (including exhibits incorporated therein
by reference);




     (x) deliver to each Holder without charge, as many copies of the Prospectus (including
each preliminary prospectus) and any amendment or supplement thereto as such Persons
reasonably may request; the Company and the Guarantors hereby consent to the use (in
accordance with law) of the Prospectus and any amendment or supplement thereto by each
selling Holder in connection with the offering and the sale of the Transfer Restricted
Securities covered by the Prospectus or any amendment or supplement thereto;




     (xi) upon the reasonable request of any Holder, enter into such agreements (including
underwriting agreements) and make such representations and warranties and take all such
other actions in connection therewith as are customary for similar transactions in order to
expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any
applicable Registration Statement contemplated by this Agreement in connection with any sale
or resale pursuant to any applicable Registration Statement. In such connection, the
Company and the Guarantors shall:




     (A) upon reasonable request of any Initial Purchaser that is a Holder, furnish
(or use all of their respective commercially reasonable efforts to cause to be
furnished) to each Holder, upon Consummation of the Exchange Offer or upon the
effectiveness of the Shelf Registration Statement, as the case may be:




     (1) an opinion, dated the date of Consummation of the Exchange Offer or
the date of effectiveness of the Shelf Registration Statement, as the case
may be, of counsel for the Company and the Guarantors in customary form and
covering matters similar to those set forth in Exhibit B to the Purchase
Agreement and such other matters as such Initial Purchaser may reasonably
request and is commercially



11









 







reasonable. Without limiting the foregoing, such counsel may state
further that such counsel assumes no responsibility for, and has not
independently verified, the accuracy, completeness or fairness of the
financial statements, notes and schedules and other financial data included
in any Registration Statement contemplated by this Agreement or the related
Prospectus; and




     (2) a customary comfort letter, dated the date of Consummation of the
Exchange Offer, or as of the date of effectiveness of the Shelf Registration
Statement, as the case may be, from the Company’s independent accountants,
in the customary form and covering matters of the type customarily covered
in comfort letters to underwriters in connection with underwritten
offerings, and affirming the matters set forth in the comfort letters
delivered pursuant to Section 10(i) of the Purchase Agreement; and




     (B) deliver such other documents and certificates as may be reasonably
requested by such Initial Purchasers to evidence compliance with the matters covered
in clause (A) above and with any customary conditions contained in any agreement
entered into by the Company and the Guarantors pursuant to this clause (B);




     (xii) prior to any public offering of Transfer Restricted Securities, cooperate with
the selling Holders and their counsel in connection with the registration and qualification
of the Transfer Restricted Securities under the securities or blue sky laws of such
jurisdictions as the selling Holders may request and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the Transfer
Restricted Securities covered by the applicable Registration Statement; provided, however,
that neither the Company nor the Guarantors shall be required to register or qualify as a
foreign corporation where it is not now so qualified or to take any action that would
subject it to the service of process in suits or to taxation, other than as to matters and
transactions relating to the Registration Statement, in any jurisdiction where it is not now
so subject;




     (xiii) in a manner consistent with the Indenture and in connection with any sale of
Transfer Restricted Securities that will result in such securities no longer being Transfer
Restricted Securities, cooperate with the Holders to facilitate the timely preparation and
delivery of certificates representing Transfer Restricted Securities to be sold and not
bearing any restrictive legends;




     (xiv) use all of their respective commercially reasonable efforts to cause the
disposition of the Transfer Restricted Securities covered by the Registration Statement to
be registered with or approved by such other governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof to consummate the disposition of such
Transfer Restricted Securities; provided, however, that neither the Company nor the
Guarantors shall be required to register or qualify as a foreign corporation where it is not
now so qualified or to take any action that would subject it to the service of process in



12









 







suits or to taxation, other than as to matters and transactions relating to the
Registration Statement, in any jurisdiction where it is not now so subject;




     (xv) provide a CUSIP number for all Transfer Restricted Securities not later than the
effective date of a Registration Statement covering such Transfer Restricted Securities in a
manner consistent with the Indenture, and provide the Trustee under the Indenture with
printed certificates for the Transfer Restricted Securities which are in a form eligible for
deposit with the Depository Trust Company;




     (xvi) otherwise use all of their respective commercially reasonable efforts to comply
with all applicable rules and regulations of the Commission, and make generally available to
its security holders with regard to any applicable Registration Statement, as soon as
practicable, a consolidated earnings statement meeting the requirements of Rule 158 under
the Act (which need not be audited) covering a twelve-month period beginning after the
effective date of the Registration Statement (as such term is defined in paragraph (c) of
Rule 158 under the Act);




     (xvii) cause the Indenture to be qualified under the TIA not later than the effective
date of the first Registration Statement required by this Agreement and, in connection
therewith, cooperate with the Trustee and the Holders to effect such changes to the
Indenture as may be required for such Indenture to be so qualified in accordance with the
terms of the TIA; and execute and use all of their respective commercially reasonable
efforts to cause the Trustee to execute, all documents that may be required to effect such
changes and all other forms and documents required to be filed with the Commission to enable
such Indenture to be so qualified in a timely manner; and




     (xviii) provide promptly to each Holder, upon request, each document filed with the
Commission pursuant to the requirements of Section 13 or Section 15(d) of the Exchange Act.



     (d) Restrictions on Holders. Each Holder agrees by acquisition of a Transfer
Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) hereof or
any notice from the Company of the existence of any fact of the kind described in Section
6(c)(iii)(D) hereof (in each case, a “Suspension Notice”), such Holder will forthwith discontinue
disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by
Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of
the Prospectus may be resumed, and has received copies of any additional or supplemental filings
that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”).
Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any
Prospectuses, other than permanent file copies, then in such Holder’s possession which have been
replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at
the Company’s expense) all copies, other than permanent file copies, then in such Holder’s
possession of the Prospectus covering such Transfer Restricted Securities that was current at the
time of receipt of the Suspension Notice. The time period regarding the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a
number of days equal to the number of days in the




13










 






period from and including the date of delivery of the Suspension Notice to the Recommencement
Date; provided, however, no such extension shall be taken into account in determining whether
additional interest are due pursuant to Section 5 hereof or the amount of such additional interest.




SECTION 7. REGISTRATION EXPENSES




     (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance
with this Agreement will be borne by the Company, regardless of whether a Registration Statement
becomes effective, including without limitation: (i) all registration and filing fees and expenses;
(ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be
issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and
telephone; (iv) all fees and disbursements of counsel for the Company and the Guarantors; and (v)
all fees and disbursements of independent certified public accountants of the Company and the
Guarantors (including the expenses of any special audit or comfort letters required by or incident
to such performance).



     The Company will, in any event, bear its and the Guarantors’ internal expenses (including,
without limitation, all salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses of any Person,
including special experts, retained by the Company or the Guarantors.



     (b) In connection with any Shelf Registration Statement required by this Agreement, the
Company and the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer
Restricted Securities who are selling Initial Notes pursuant to the “Plan of Distribution”
contained in the Shelf Registration Statement, for the reasonable fees and disbursements of not
more than one counsel, who shall be Latham & Watkins LLP, unless another firm shall be chosen by
the Holders of a majority in principal amount of the Transfer Restricted Securities for whose
benefit such Shelf Registration Statement is being prepared.



SECTION 8. INDEMNIFICATION




     (a) The Company and the Guarantors agree, jointly and severally, to indemnify and hold
harmless each Holder, its directors, officers and each Person, if any, who controls such Holder
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from and against
any and all losses, claims, damages, liabilities, judgments, and expenses (including without
limitation, any legal or other expenses incurred in connection with investigating, preparing or
defending any matter, including any action that could give rise to any such losses, claims,
damages, liabilities or judgments) caused by any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement, preliminary prospectus or Prospectus (or any
amendment or supplement thereto) provided by the Company to any Holder or any prospective purchaser
of Exchange Notes or registered Initial Notes, or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading; provided,
however, that the Company and the Guarantors shall not be liable in any such case insofar as such
losses, claims, damages, liabilities or judgments are caused by, arise out of or are based on an
untrue statement or omission or alleged untrue



14









 




statement or omission that is based upon information relating to any of the Holders furnished
in writing to the Company by any of the Holders.




     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company and the Guarantors, and their respective directors and
officers, and each person, if any, who controls (within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act) the Company, or the Guarantors to the same extent as the foregoing
indemnity from the Company and the Guarantors set forth in section (a) above, but only with
reference to information relating to such Holder furnished in writing to the Company by such Holder
expressly for use in any Registration Statement. In no event shall any Holder, its directors,
officers or any Person who controls such Holder be liable or responsible for any amount in excess
of the amount by which the total amount received by such Holder with respect to its sale of
Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any damages that such
Holder, its directors, officers or any Person who controls such Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.



     (c) In case any action shall be commenced involving any person in respect of which indemnity
may be sought pursuant to Section 8(a) or 8(b) hereof (the “indemnified party”), the indemnified
party shall promptly notify the person against whom such indemnity may be sought (the “indemnifying
person”) in writing and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and the payment of all
fees and expenses of such counsel, as incurred (except that in the case of any action in respect of
which indemnity may be sought pursuant to both Sections 8(a) and 8(b) hereof, a Holder shall not be
required to assume the defense of such action pursuant to this Section 8(c) hereof, but may employ
separate counsel and participate in the defense thereof, but the fees and expenses of such counsel,
except as provided below, shall be at the expense of the Holder). Any indemnified party shall have
the right to employ separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i)
the employment of such counsel shall have been specifically authorized in writing by the
indemnifying party, (ii) the indemnifying party shall have failed to assume the defense of such
action or employ counsel reasonably satisfactory to the indemnified party or (iii) the named
parties to any such action (including any impleaded parties) include both the indemnified party and
the indemnifying party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from or additional to
those available to the indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party). In any such case,
the indemnifying party shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such fees and expenses shall be
reimbursed as they are incurred. Such firm shall be designated in writing by a majority of the
Holders, in the case of the parties indemnified pursuant to Section 8(a) hereof, and by the Company
and Guarantors, in the case of parties indemnified pursuant to Section 8(b) hereof. The
indemnifying party shall indemnify and hold harmless the indemnified party from and against any and
all losses, claims, damages, liabilities



15









 




and judgments by reason of any settlement of any action (i) effected with its written consent
or (ii) effected without its written consent if the settlement is entered into more than 20
Business Days after the indemnifying party shall have received a request from the indemnified party
for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses
are at the expense of the indemnifying party) and, prior to the date of such settlement, the
indemnifying party shall have failed to comply with such reimbursement request. No indemnifying
party shall, without the prior written consent of the indemnified party, effect any settlement or
compromise of, or consent to the entry of judgment with respect to, any pending or threatened
action in respect of which the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified party, unless such
settlement, compromise or judgment (i) includes an unconditional release of the indemnified party
from all liability on claims that are or could have been the subject matter of such action and (ii)
does not include a statement as to or an admission of fault, culpability or a failure to act, by or
on behalf of the indemnified party.




     (d) To the extent that the indemnification provided for in this Section 8 is unavailable to an
indemnified party in respect of any losses, claims, damages, liabilities or judgments referred to
therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on
the other hand, from their sale of Transfer Restricted Securities or (ii) if the allocation
provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also
the relative fault of the Company and the Guarantors, on the one hand, and of the Holder, on the
other hand, in connection with the statements or omissions which resulted in such losses, claims,
damages, liabilities or judgments, as well as any other relevant equitable considerations. The
relative fault of the Company and the Guarantors, on the one hand, and of the Holder, on the other
hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company or the Guarantors, on the one hand, or by the Holder, on the
other hand, and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.



     The Company, the Guarantors and, by acquisition of Transfer Restricted Securities, each Holder
agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were
determined by pro rata allocation (even if the Holders were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the equitable considerations
referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, liabilities or judgments referred to in the
immediately preceding paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any matter, including any action that could have given rise to such
losses, claims, damages, liabilities or judgments. Notwithstanding the provisions of this Section
8, no Holder, its directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by which the total
received by such Holder with respect to the sale of Transfer



16









 




Restricted Securities pursuant to a Registration Statement exceeds (i) the amount paid by such
Holder for such Transfer Restricted Securities and (ii) the amount of any damages which such Holder
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section
8(d) are several in proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.




SECTION 9. RULE 144A AND RULE 144




     The Company and the Guarantors agrees with each Holder, for so long as any Transfer Restricted
Securities remain outstanding and during any period in which Superior Energy Services, Inc. (i) is
not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any
Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any
sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by
such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order
to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Act, and
(ii) is subject to Section 13 or 15(d) of the Exchange Act, to make all filings required thereby in
a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule
144.



SECTION 10. MISCELLANEOUS




     (a) Remedies. The Company and the Guarantors acknowledge and agree that any failure
by the Company and/or the Guarantors to comply with their respective obligations under Sections 3
and 4 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for
which there is no adequate remedy at law, that it will not be possible to measure damages for such
injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder
may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’
obligations under Sections 3 and 4 hereof. The Company and the Guarantors further agree to waive
the defense in any action for specific performance that a remedy at law would be adequate.



     (b) No Inconsistent Agreements. Neither the Company nor the Guarantors will, on or
after the date of this Agreement, enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with
the provisions hereof. Neither the Company has nor the Guarantors have previously entered into,
nor is currently party to, any agreement granting any registration rights with respect to its
securities to any Person that would require such securities to be included in any Registration
Statement filed hereunder. The rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of the Company’s and the
Guarantors’ securities under any agreement in effect on the date hereof.



     (c) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the provisions hereof may
not be given unless (i) in the case of Section 5 hereof and this



17









 




Section 10(c)(i), the Company has obtained the written consent of Holders of all outstanding
Transfer Restricted Securities and (ii) in the case of all other provisions hereof, the Company has
obtained the written consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities (excluding Transfer Restricted Securities held by the Company or its
Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions
hereof that relates exclusively to the rights of Holders whose Transfer Restricted Securities are
being tendered pursuant to the Exchange Offer, and that does not affect directly or indirectly the
rights of other Holders whose Transfer Restricted Securities are not being tendered pursuant to
such Exchange Offer, may be given by the Holders of a majority of the outstanding principal amount
of Transfer Restricted Securities subject to such Exchange Offer.




     (d) Additional Guarantors. The Company shall cause any of its domestic Restricted
Subsidiaries (as defined in the Indenture) that becomes, prior to the consummation of the Exchange
Offer, a Guarantor in accordance with the terms and provisions of the Indenture to become a party
to this Agreement as a Guarantor. It is understood and agreed that if, prior to the Exchange
Offer, a Guarantor that has executed this Agreement is no longer a Guarantor under the Indenture
pursuant to and in accordance with the provisions of the Indenture, such Guarantor shall no longer
be a Guarantor for purposes of this Agreement.



     (e) Third Party Beneficiary. The Holders shall be third party beneficiaries to the
agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial
Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the
extent they may deem such enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.



     (f) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail (registered or certified, return
receipt requested), telecopier or air courier guaranteeing overnight delivery:




     (i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and



18









 





	 	 	 	 	 
	 

	 	(ii)
	 	if to the Company or the Guarantors:
	 

	 	 	 	SESI, L.L.C.
	 

	 	 	 	c/o Superior Energy Services, Inc.
	 

	 	 	 	1105 Peters Road, Harvey, LA 70058 
	 

	 	 	 	Attention: Robert S. Taylor
	 

	 	 	 	Telecopier No. (504) 365-9624 
	 

	 	 	 	With a copy to:
	 

	 	 	 	Jones, Walker, Waechter, Poitevent, Carrère & Denègre, LLP
	 

	 	 	 	201 St. Charles Avenue, 51st Floor
	 

	 	 	 	New Orleans, LA 70170 
	 

	 	 	 	Attention: William B. Masters, Esq.
	 

	 	 	 	Telecopier No. (504) 589-8278 
	 
	 	 	 	 
	 

	 	(iii)
	 	if to the Initial Purchasers:
	 
	 	 	 	 
	 

	 	 	 	Bear, Stearns & Co. Inc.
	 

	 	 	 	J.P. Morgan Securities Inc.
	 

	 	 	 	Johnson Rice & Company, L.L.C.
	 

	 	 	 	Pritchard Capital Partners, LLC
	 

	 	 	 	Raymond James & Associates, Inc.
	 

	 	 	 	Simmons & Company International
	 

	 	 	 	Howard Weil Incorporated
	 

	 	 	 	c/o Bear, Stearns & Co. Inc.
	 

	 	 	 	383 Madison Avenue
	 

	 	 	 	New York, New York 10179 
	 

	 	 	 	Attention: High Yield Capital Markets
	 

	 	 	 	Telecopier No. (212) 881-9594 
	 
	 	 	 	 
	 

	 	 	 	With a copy to:
	 
	 	 	 	 
	 

	 	 	 	Latham & Watkins LLP
	 

	 	 	 	885 Third Avenue, Suite 1000 
	 

	 	 	 	New York, NY 10022 
	 

	 	 	 	Attention: Marc D. Jaffe, Esq.
	 

	 	 	 	Telecopier No. (212) 751-4864 





     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next Business Day,
if timely delivered to an air courier guaranteeing overnight delivery.



     Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address specified in the Indenture.



19









 





     (g) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including without limitation and
without the need for an express assignment, subsequent Holders; provided that nothing herein shall
be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities
in violation of the terms hereof or of the Purchase Agreement or the Indenture. If any transferee
of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of
law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this Agreement and, if
applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits
hereof.



     (h) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.



     (i) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.



     (j) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.



     (k) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable,
the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



     (l) Entire Agreement. This Agreement is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted with respect to the Transfer Restricted
Securities. This Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matter.



(Signature Pages Follow)




20









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	 	SESI, L.L.C.
	 
	 	 	 	 
	 

	 	By:
	 	SUPERIOR ENERGY SERVICES, INC.,

Its Sole Member
	 
	 	 	 	 
	 

	 	By:	 	/s/ Robert S. Taylor
	 

	 	 	 	 
	 	 	Name: Robert S. Taylor
	 	 	Title: Executive Vice President and Chief Financial Officer
	 
	 	 	 	 
	 	 	SUPERIOR ENERGY SERVICES, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Robert S. Taylor
	 

	 	 	 	 
	 	 	Name: Robert S. Taylor
	 	 	Title: Executive Vice President and Chief Financial Officer






[Registration Rights Agreement]




 









 





	 	 	 	 	 
	 	 	1105 PETERS ROAD, L.L.C.

BLOWOUT TOOLS, INC.

CONCENTRIC PIPE AND TOOL RENTALS, L.L.C.

CONNECTION TECHNOLOGY, L.L.C.

CSI TECHNOLOGIES, LLC

DRILLING LOGISTICS, L.L.C.

F. & F. WIRELINE SERVICE, L.L.C.

FASTORQ, L.L.C.

H.B. RENTALS, L.C.

INTERNATIONAL SNUBBING SERVICES, L.L.C.

J.R.B. CONSULTANTS, INC.

NON-MAGNETIC RENTAL TOOLS, L.L.C.

PROACTIVE COMPLIANCE, L.L.C.

PRODUCTION MANAGEMENT INDUSTRIES, L.L.C.

SEGEN LLC

SELIM LLC

SEMO, L.L.C.

SEMSE, L.L.C.

SPN RESOURCES, LLC

STABIL DRILL SPECIALTIES, L.L.C.

SUB-SURFACE TOOLS, L.L.C.

SUPERIOR CANADA HOLDING, INC.

SUPERIOR ENERGY SERVICES, L.L.C.

SUPERIOR INSPECTION SERVICES, INC.

UNIVERSAL FISHING AND RENTAL TOOLS, INC.

WILD WELL CONTROL, INC.

WORKSTRINGS, L.L.C.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Robert S. Taylor
	 

	 	 	 	 
	 	 	Name: Robert S. Taylor
	 	 	Title: Authorized Representative
	 
	 	 	 	 
	 	 	SE FINANCE LP
	 
	 	 	 	 
	 	 	By: SEGEN, LLC as general partner
	 
	 	 	 	 
	 

	 	By:	 	/s/ Robert S. Taylor
	 

	 	 	 	 
	 	 	Name: Robert S. Taylor
	 	 	Title: Authorized Representative






[Registration Rights Agreement]









 





	 	 	 	 	 
	BEAR, STEARNS & CO. INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Dominick Petrosino	 	 
	 

	 	 	 	 
	Name:
	 	Dominick Petrosino	 	 
	Title:
	 	Senior Managing Director	 	 
	 
	 	 	 	 
	J.P. MORGAN SECURITIES INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Adam Bernard	 	 
	 

	 	 	 	 
	Name:
	 	Adam Bernard	 	 
	Title:
	 	Vice President	 	 
	 
	 	 	 	 
	HOWARD WEIL INCORPORATED	 	 
	 
	 	 	 	 
	By:
	 	/s/ Blake G. Scanlon, Jr.	 	 
	 

	 	 	 	 
	Name:
	 	Blake G. Scanlon, Jr.	 	 
	Title:
	 	Syndicate Manager	 	 
	 
	 	 	 	 
	JOHNSON RICE & COMPANY L.L.C.	 	 
	 
	 	 	 	 
	By:
	 	/s/ E. Douglas Johnson, Jr.	 	 
	 

	 	 	 	 
	Name:
	 	E. Douglas Johnson, Jr.	 	 
	Title:
	 	Managing Partner	 	 
	 
	 	 	 	 
	PRITCHARD CAPITAL PARTNERS, LLC	 	 
	 
	 	 	 	 
	By:
	 	/s/ Thomas W. Pritchard	 	 
	 

	 	 	 	 
	Name:
	 	Thomas W. Pritchard	 	 
	Title:
	 	Managing Director	 	 
	 
	 	 	 	 
	RAYMOND JAMES & ASSOCIATES, INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Mark Huhndorff	 	 
	 

	 	 	 	 
	Name:
	 	Mark Huhndorff	 	 
	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 
	SIMMONS & COMPANY INTERNATIONAL	 	 
	 
	 	 	 	 
	By:
	 	/s/ Fred W. Charlton	 	 
	 

	 	 	 	 
	Name:
	 	Fred W. Charlton	 	 
	Title:
	 	Managing Director	 	 





Schedules
and Exhibits have been intentionally omitted, and will be made
available to the Securities and Exchange Commission upon request.


[Registration Rights Agreement]