exv4w1



 





Exhibit 4.1



SIXTH SUPPLEMENTAL INDENTURE




     This SIXTH SUPPLEMENTAL INDENTURE, dated as of May 19, 2006, (the “Supplemental Indenture”),
is made and entered into by and among SESI, L.L.C., a Delaware limited liability company (the
“Company”), and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), pursuant to
an Indenture, dated as of May 2, 2001, as supplemented (the “Indenture”), among the Company,
Superior Energy Services, Inc., the Subsidiary Guarantors named therein and the Trustee. All
capitalized terms used in this Supplemental Indenture that are not otherwise defined herein shall
have the respective meanings assigned to them in the Indenture.



RECITALS




     WHEREAS, Section 9.02 of the Indenture provides, among other things, that the Indenture and
the Notes may be amended with the consent of the Holders of at least a majority in principal amount
of the Notes then outstanding (the “Majority Holders”) voting as a single class, including consents
obtained in connection with a tender offer or exchange offer for the Notes;



     WHEREAS, the Company has offered to purchase for cash, on the terms and subject to the
conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated May 5, 2006,
and the related Consent and Letter of Transmittal, any and all of the outstanding Notes (as
amended, supplemented, or modified, the “Offer and Consent Solicitation”);



     WHEREAS, in connection with the Offer and Consent Solicitation, the Company has solicited
consents from the Holders to eliminate certain restrictive covenants, Defaults, Events of Default,
and other provisions contained in the Indenture, as well as make certain other changes to the
Indenture of a technical or conforming nature, as set forth in this Supplemental Indenture (the
“Proposed Revisions”); and



     WHEREAS, the Majority Holders have consented to the Proposed Revisions pursuant to the terms
and conditions of the Offer and Consent Solicitation.



     NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed,
for the equal and proportionate benefit of the respective Holders of the Notes, as follows:



ARTICLE I.

AMENDMENTS TO INDENTURE




     Section 1.1 Applicability of Certain Indenture Provisions to the Offer. The
application of the provisions of Article 4 of the Indenture are hereby waived to the extent that
such provisions might otherwise interfere with the ability to enter into agreements contemplated
by, and to consummate, the Offer and Consent Solicitation.



     Section 1.2 Amendments to Indenture. Effective at the time of payment or deposit with
Depositary of an amount of money sufficient to pay for all Notes validly tendered and accepted
pursuant to the Offer and Consent Solicitation and to make all consent payments required under the
Offer and Consent Solicitation:



 









 





          (a) Amendment to Section 4.03. Section 4.03 of the Indenture is hereby amended in its
entirety to read as follows:




          “Section 4.03 SEC Reports.





     The Company shall comply with Section 314(a) of the TIA.”



          (b) Other Amendments to Article 4. Sections 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13,
4.14, 4.15, 4.16 and 4.17 of the Indenture are hereby deleted in their entirety and replaced with
the phrase “[Intentionally Omitted].” All references to such deleted Sections in the Indenture and
elsewhere are also hereby deleted in their entirety.




          (c) Section 5.01. Section 5.01 of the Indenture is hereby amended to delete in their entirety
clauses (a)(ii), (a)(iii), (b)(ii), (c)(ii) and (c)(iii) and replaced with the phrase
“[Intentionally Omitted].” All references to such deleted clauses contained in Section 5.01 of the
Indenture and elsewhere are also hereby deleted in their entirety.




          (d) Section 6.01. Section 6.01 of the Indenture is hereby amended to delete in their entirety
clauses (d), (e), (f) and (i) and replaced with the phrase “[Intentionally Omitted].” All
references to such deleted clauses contained in Section 6.01 of the Indenture and elsewhere are
also hereby deleted in their entirety.




          (e) Defined Terms. All definitions set forth in Sections 1.01 and 1.02 of the Indenture that
relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby
deleted in their entirety.




          (f) References. All references to Sections 4.03, 5.01 and 6.01 of the Indenture shall mean
Sections 4.03, 5.01 and 6.01 as amended by this Supplemental Indenture.




ARTICLE II.

GENERAL PROVISIONS




     Section 2.1 Effect of Supplemental Indenture. Upon the execution and delivery of this
Supplemental Indenture by the Company and the Trustee, the Indenture shall be supplemented in
accordance herewith, and this supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the
Indenture shall be bound hereby.



     Section 2.2 Indenture Remains in Full Force and Effect; Confirmation and Preservation.
Except as supplemented hereby, all provisions in the Indenture shall remain in full force and
effect. The Indenture as supplemented by this Supplemental Indenture is in all respects confirmed
and preserved.



     Section 2.3 The Trustee.



          (a) Trustee’s Acceptance. Subject to the conditions contained in Section 1.2, the Trustee
hereby accepts this Supplemental Indenture and agrees to perform the same under the terms and
conditions set forth in the Indenture.




-2-









 








          (b) Trustee Not Responsible for Recitals. The Trustee shall not be responsible in any manner
whatsoever for, or in respect of, the validity or sufficiency of this Supplemental Indenture, or
for, or in respect of, the recitals contained herein, all of which recitals are made solely by the
Company.




          (c) Certain Duties and Responsibilities of the Trustee. In entering into this Supplemental
Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture
relating to the conduct or affecting the liability of, or affording protection to, the Trustee,
whether or not elsewhere herein so provided.




     Section 2.4 Severability. In the event any provision of this Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions of this Supplemental Indenture shall not in any way be affected or impaired
thereby.



     Section 2.5 Conflict with Trust Indenture Act. If any provision of this Supplemental
Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act of 1939, as
amended (the “TIA”), that is required under the TIA to be a part of and govern any provision of
this Supplemental Indenture or the Indenture, the provision of the TIA shall control. If any
provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may be
so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so
modified or to be excluded by this Supplemental Indenture, as the case may be.



     Section 2.6 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND
BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.



     Section 2.7 Headings. The Article and Section headings in this Supplemental Indenture
are for convenience only and shall not affect the construction of this Supplemental Indenture.



     Section 2.8 Counterparts. This Supplemental Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute the same instrument. Delivery of an executed counterpart of
a signature page of this Supplemental Indenture by facsimile transmission shall be effective as
delivery of a manually executed counterpart of this Supplemental Indenture.



[The Remainder of this Page is Intentionally Left Blank]




-3-









 





     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	SESI, L.L.C.,
	 	 	a Delaware limited liability company
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Superior Energy Services, Inc.

as sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert S. Taylor	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Robert S. Taylor

Executive Vice President, Treasurer and

Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ William Cardozo	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	William Cardozo

Vice President