FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

 

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment"), dated as of July 29, 2005 is among SESI, L.L.C.,
as Borrower, SUPERIOR ENERGY SERVICES, INC., as Parent, JPMORGAN CHASE BANK, N.A.
(successor by merger with Bank One, NA), as Agent (the "Agent"), WELLS FARGO
BANK, N.A., as Syndication Agent, WHITNEY NATIONAL BANK, as Documentation Agent,
and the Lenders party hereto, who agree as follows:

 

RECITALS

 

A.     The Borrower, Agent and Lenders have heretofore executed
an Amended and Restated Credit Agreement dated as of August 14, 2003 (as
amended, the "Credit Agreement").

 

B.     The Borrower has requested, in accordance with Section
6.19.5 of the Credit Agreement, that the Lenders permit the Parent, the
Borrower, and their Subsidiaries, to incur Capital Expenditures during fiscal
year 2005 of up to $110,000,000.

 

C.     The Agent and Lenders are willing to accept the Borrower's
request on the terms and conditions set forth below.

 

D.     Capitalized terms used herein, and not otherwise defined
herein, shall have the meanings defined in the Credit Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants and
undertakings, the parties hereby agree as follows:

 

ARTICLE 1


AMENDMENTS TO THE CREDIT AGREEMENT


 

1.1     Section 6.19(5) (Maximum Capital Expenditures) of the
Credit Agreement is hereby amended and restated to read as follows:


	
		"Section 6.19.5
		Maximum Capital Expenditures.
        The Parent will not permit Capital Expenditures (on a consolidated but
        non-cumulative basis) of the Parent, the Borrower and their Subsidiaries
        during (i) the fiscal year ending December 31, 2005 to be greater than
        $110,000,000, and (ii) each fiscal year following the fiscal year ending
        December 31, 2005 to be greater than $60,000,000, provided that each
        such amount will be reviewed by the Lender annually and may be increased
        with the consent of the Agent and the Required Lenders."

	



1.2     Except as specifically amended hereby, all of the
remaining terms and conditions of the Credit Agreement remain in full force and
effect.

 

 


 

 

ARTICLE 2


WAIVER


 

2.1     At the Borrower's request, the undersigned Lenders hereby
retroactively grant to Borrower a one-time waiver of the provisions of Section
6.19.5 through the fiscal year ending December 31, 2005, to permit the Parent,
the Borrower and its Subsidiaries to incur Capital Expenditures exceeding
$60,000,000, but in no event greater than $110,000,000 (on a consolidated but
non-cumulative basis).

 

ARTICLE 3


ACKNOWLEDGMENT OF COLLATERAL


 

3.1     Borrower hereby specifically reaffirms all of the
Collateral Documents.

 

ARTICLE 4


MISCELLANEOUS


 

4.1     This Amendment may be executed in any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one in the same instrument. 

 


4.2       The
PATRIOT ACT Notice. Each Lender hereby notifies the Borrower and Parent that
pursuant to the requirements of the Uniting and Strengthening by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(Title III of P.L. No. 107-56) (known as "The PATRIOT Act"), each Lender is
required to obtain, verify and record information that identifies the Borrower
and Parent, which information includes the name and address of the Borrower and
Parent and other information that will allow such Lender to identify the
Borrower and Parent in accordance with The PATRIOT Act.   

 

 

 

[Rest of page intentionally blank]

 

 

2


 

 

IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders
have executed this Amendment as of the date first above written.

 





    	
      

		BORROWER: 
	
      SESI, L.L.C.




    	
       
	
      
	
       

	
       	
      By:	
Superior Energy
Services, Inc.

Member Manager

	
	
       	
       	
       



    	
       
	
      
	
       




    	
       
	
       
	
      By: 
	
    
    	
      /s/ Robert S.
      Taylor

      

    
    



    	
       
	
      
	
       
	
    
    	Robert S. Taylor



    	
       
	
      
	
       	
    
      Chief Financial
      Officer





 

 





    	
      

		PARENT: 
	
      SUPERIOR ENERGY
      SERVICES, INC.




    	
       
	
      
	
       




    	
       
	
      
	
       




    	
       
	
      By: 
	
      
      /s/ Robert S.
      Taylor

      

    



    	
       
	
      
	
      Robert S. Taylor




    	
       
	
      
	
      Chief Financial
      Officer





 

 





    	
      

		AGENT AND LENDER: 
	
      JPMORGAN CHASE
		BANK, N.A.




    	
       
	
      
	
       




    	
       
	
      
	
       




    	
       
	
      By: 
	
      
      /s/ Steven D.
		Nance

      

    



    	
       
	
      
	
      Steven D. Nance




    	
       
	
      
	
      Senior Vice
		President





 

 





    	
      

		SYNDICATION AGENT AND LENDER: 
	
      WELLS FARGO
		BANK, N.A.




    	
       
	
      
	
       




    	
       
	
      
	
       




    	
       
	
      By: 
	
      
      /s/
    
    	Ronald A. Mahle

      

    



    	
       
	
      
	
      Ronald A. Mahle



    	
       
	
      
	
      Senior Vice President




 

 





    	
      

		DOCUMENTATION AGENT AND LENDER: 
	
      WHITNEY
		NATIONAL BANK




    	
       
	
      
	
       




    	
       
	
      
	
       




    	
       
	
      By: 
	
      
      
    
    	/s/ Hollie L. Ericksen

      

    



    	
       
	
      
	
      Hollie L. Ericksen



    	
       
	
      
	
      Vice President




 

 

3





 

 






    	
      

		LENDERS: 
	
      PNC BANK, NATIONAL ASSOCIATION




    	
       
	
      
	
       




    	
       
	
      
	
       




    	
       
	
      By: 
	
      
      
    
    	/s/ Tara Clare Wilde

      

    



    	
       
	
      
	
      Tara Clare Wilde



    	
       
	
      
	
      Assistant Vice President






 

 






    	
       
	
      NATEXIS BANQUES POPULAIRES




    	
       
	
      
	
       




    	
       
	
      
	
       




    	
       
	
      By: 
	
      
      
    
    	/s/ Timothy L. Polvado

      

    



    	
       
	
      
	
      Timothy L. Polvado



    	
       
	
      
	
      Vice President and Group Manager



    	
       
	
      
	
       




    	
       
	
      
	
       




    	
       
	
      By: 
	
      
      
    
    	/s/ Louis P. Laville, III

      

    



    	
       
	
      
	
    
    	Louis P. Laville, III



    	
       
	
      
	
      Vice President and Group Manager





 

 






    	
       
	
      HIBERNIA NATIONAL BANK




    	
       
	
      
	
       




    	
       
	
      
	
       




    	
       
	
      By: 
	
      
      
    
    	/s/ Corwin Dupree

      

    



    	
       
	
      
	
      Corwin Dupree



    	
       
	
      
	
      Vice-President





 

 






    	
       
	
      BANK OF SCOTLAND




    	
       
	
      
	
       




    	
       
	
      
	
       




    	
       
	
      By: 
	
      
      
    
    	/s/ Amena Nabi

      

    



    	
       
	
      
	
      Amena Nabi



    	
       
	
      
	
      Assistant Vice President





 

 






    	
       
	
      AMEGY BANK NA




    	
       
	
      
	
       




    	
       
	
      
	
       




    	
       
	
      By: 
	
      
      /s/ C. Ross
		Bartley

      

    



    	
       
	
      
	
      C. Ross Bartley



    	
       
	
      
	
      Vice President





 

 

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