Exhibit 10.1

 

STOCK PURCHASE AGREEMENT


 

 

THIS STOCK PURCHASE AGREEMENT (this "Agreement"),
dated as of October 14, 2004, is by and among Superior Energy Services, Inc., a
Delaware corporation (the "Company"), First Reserve Fund VII, Limited
Partnership, a Delaware limited partnership ("FRVII"), and First Reserve
Fund VIII, L.P., a Delaware limited partnership ("FRVIII," together with
FRVII, "Sellers").

 


RECITALS


 

WHEREAS, Sellers
collectively own 9,696,627 shares (the "Shares")
of the Company's common stock, par value $0.001 per share ("Common Stock");

 

WHEREAS, simultaneously herewith, the Company, Johnson Rice &
Company L.L.C. ("JRCO"), Raymond James & Associates, Inc. ("RJA")
and Simmons & Company International ("Simmons," together with JRCO and
RJA, the "Underwriters") have entered into that certain Underwriting
Agreement (the "Underwriting Agreement"), whereby the Company will issue
and sell to the Underwriters 9,696,627 shares of Common Stock in a firm
commitment underwriting (the "Offering"), with an over-allotment option
to issue and sell up to an additional 1,454,494 shares of Common Stock, for
$11.69875 per share; and

 

WHEREAS, Sellers desire to sell to the Company, and the
Company desires to purchase from Sellers, the Shares for $11.69875 per share and on
the other terms and subject to the conditions contained herein.

 

NOW THEREFORE, in consideration of the mutual covenants,
conditions and agreements set forth herein, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

 

ARTICLE 1
PURCHASE AND SALE; CLOSING
  
  

 


Section 1.1    Purchase and Sale.  Subject to the terms and conditions of this
    Agreement, at the Closing (as defined in Section 1.3), Sellers will sell,
    transfer and deliver to the Company, and the Company will purchase and
    acquire from Sellers, those Shares set forth opposite such Seller's name on
Schedule I attached hereto, free and clear of all liens, pledges,
    charges, encumbrances, security interests, claims, options and restrictions
    of any kind ("Liens"). 


 


Section 1.2    Purchase Price; Payment.  The aggregate purchase price for the
    Shares is $113,438,415.12 (the "Purchase Price"), and shall be payable to
    each Seller in the amount set forth opposite such Seller's name on Schedule I attached hereto by wire transfer of immediately available
    funds to the account or accounts designated by each Seller. 


 


Section 1.3    Closing.  The closing of the purchase and sale of the Shares (the
    "Closing") shall take place simultaneously with the closing of the
    Offering at the offices of Jones, Walker, Waechter, Poitevent, Carrère &
    Denègre L.L.P., 201 St. Charles Avenue, 51st Floor, New Orleans, Louisiana,
    70170. The date of the Closing is hereinafter referred to as the "Closing
    Date." 


 


Section 1.4    Closing Deliveries.  At the Closing, the following shall occur:
    

(a)    each Seller shall deliver to the Company certificates representing the
      Shares being sold by it, duly endorsed in blank or accompanied by duly
      executed assignment documents;

(b)    the Company shall deliver the Purchase Price in accordance with
      Section 1.2;

(c)    the Company and Sellers shall enter into those Mutual Release and
      Termination Agreements in the forms of Exhibits A-1 and A-2,
      providing for the termination of the Registration Rights Agreement dated
      as of July 15, 1999, among the parties, and Stockholders' Agreement dated
      as of July 15, 1999, among the parties, as amended by that certain First
      Amendment to Stockholders' Agreement dated as of March 31, 2003;

(d)    each of Ben A. Guill and Joseph R. Edwards shall resign from the
      Company's Board of Directors, effective as of the Closing; and

(e)    the parties shall deliver to each other such other documents and take
      such other actions as may be necessary to consummate the transactions
      contemplated hereunder.

ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SELLERS


Each Seller, severally and not jointly, hereby represents
  and warrants to, and agrees with the Company, that:

 



Section 2.1    Authority.  The execution, delivery and performance by Seller of
    this Agreement and the consummation by Seller of the transactions
    contemplated hereby are within Seller's limited partnership powers and have
    been duly authorized by all necessary limited partnership action on the part
    of Seller. This Agreement has been duly executed and delivered by Seller and
    constitutes a valid and binding agreement of Seller, enforceable in
    accordance with its terms, except as enforceability may be limited by
    bankruptcy, insolvency, reorganization, moratorium or similar laws or court
    decisions relating to or affecting creditors' rights generally and to
    general principals of equity (regardless of whether such enforceability is
    considered in a proceeding in equity or at law). 


 


Section 2.2    No Conflicts or Approvals.  Neither the execution, delivery or
    performance by Seller of this Agreement nor the consummation by Seller of
    the transactions contemplated by this Agreement, do or will (a) violate,
    conflict with or result in the breach of any provision of the organizational
    documents of Seller, (b) violate, conflict with or result in a breach of any
    provision of, or constitute a default under, or result in the termination or
    cancellation of, or accelerate the performance required by any agreement to
    which Seller is a party or by which Seller is bound, or result in the
    creation of any Lien upon Seller's Shares, (c) violate any order, writ,
    injunction, decree, judgment, ruling, law, rule or regulation of any
    governmental entity or authority applicable to Seller, or (d) require the
    consent of any individual, corporation, limited liability company, venture,
    partnership, trust, unincorporated organization, association or other entity
    (a "Person"), or the approval or authorization of, or notice to, or
    declaration, filing or registration with, any governmental entity or
    authority in connection with the execution, delivery and performance of this
    Agreement by Seller, in each case of (a), (b), (c) or (d), in a manner that
    would reasonably be expected to materially hinder or impair the completion
    of any of the transactions contemplated hereby. 


 


Section 2.3    Ownership of Shares.  Seller is the sole record owner of the
    Shares set forth opposite such Seller's name on Schedule I attached
    hereto. Seller has good, valid and marketable title to such Shares and the
    absolute right to deliver the Shares in accordance with this Agreement, free
    and clear of all Liens. The transfer of the Shares to the Company in
    accordance with the terms of this Agreement will transfer good, valid and
    marketable title to the Shares owned by Seller to the Company, free and
    clear of all Liens.

 

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

  

The Company hereby represents and warrants to, and agrees
  with each Seller, that:

 



Section 3.1    Authority.  The execution, delivery and performance by the
    Company of this Agreement and the consummation by the Company of the
    transactions contemplated hereby are within the Company's corporate powers
    and have been duly authorized by all necessary corporate action on the part
    of the Company. This Agreement has been duly executed and delivered by the
    Company and constitutes a valid and binding agreement of the Company,
    enforceable in accordance with its terms, except as enforceability may be
    limited by bankruptcy, insolvency, reorganization, moratorium or similar
    laws or court decisions relating to or affecting creditors' rights generally
    and to general principals of equity (regardless of whether such
    enforceability is considered in a proceeding in equity or at law). 


 


Section 3.2    No Conflicts or Approvals.  Neither the execution, delivery or
    performance by the Company of this Agreement nor the consummation by the
    Company of the transactions contemplated by this Agreement, do or will
    (a) violate, conflict with or result in the breach of any provision of the
    charter documents of the Company, (b) violate, conflict with or result in a
    breach of any provision of, or constitute a default under, or result in the
    termination or cancellation of, or accelerate the performance required by
    any agreement to which the Company is a party or by which the Company is
    bound, (c) violate any order, writ, injunction, decree, judgment, ruling,
    law, rule or regulation of any governmental entity or authority applicable
    to the Company, or (d) require the consent of any Person, or the approval or
    authorization of, or notice to, or declaration, filing or registration with,
    any governmental entity or authority in connection with the execution,
    delivery and performance of this Agreement by Seller, in each case of (a),
    (b), (c) or (d), in a manner that would reasonably be expected to materially
    hinder or impair the completing of any of the transactions contemplated
    hereby.

 

ARTICLE 4
COVENANTS

 


Section 4.1    Public Announcements.  No party shall issue any press release or
    make any public announcement relating to the subject matter of this
    Agreement prior to the Closing without the prior written approval of the
    other parties; provided, however, that the Company may make
    any public disclosure it believes in good faith is required by applicable
    law or any listing or trading agreement concerning its publicly-traded
    securities (in which case the Company will use its reasonable best efforts
    to advise Sellers prior to making the disclosure). 


 


Section 4.2    Governmental Filings.  Each party shall make all filings with any
    governmental entity or authority required by such party in connection with
    the execution and delivery of this Agreement or the consummation of the
    transactions contemplated hereby, including without limitation all filings
    with the Securities and Exchange Commission required pursuant to the
    Securities Exchange Act of 1934, as amended.

 


ARTICLE 5
CONDITIONS TO THE CLOSING
  

 


Section 5.1    Conditions of Obligation of the Company.  The obligation of the
    Company to purchase the Shares hereunder is subject to the satisfaction of
    the following conditions:

 

 (a)   
Sellers shall have performed in all material respects all of their
      obligations hereunder required to be performed by them on or prior to the
      Closing;

 

(b)   
the representations and warranties of Sellers contained in this
      Agreement and in any certificate or other writing delivered by any Seller
      pursuant hereto shall be true in all material respects at and as of the
      Closing, as if made at and as of such date;

 

(c)   
the Company shall have received a certificate signed by a duly
      authorized representative of each Seller to the effects set forth in
      subsections (a) and (b) above;

 

(d)   
the Offering shall have been consummated on the terms and conditions
      set forth in the Underwriting Agreement; and

 

(e)   
each of Ben A. Guill and Joseph R. Edwards shall have tendered their
      resignation from the Company's Board of Directors, to be effective as of
      the Closing.

 



Section 5.2    Conditions of Obligations of Sellers.  The obligations of Sellers
    to consummate the transactions contemplated hereby is subject to the
    satisfaction of the following conditions:
    

 

(a)   
the Company shall have performed in all material respects all of its
      obligations hereunder required to be performed by it on or prior to the
      Closing Date;

 

(b)   
the representations and warranties of the Company contained in this
      Agreement and in any certificate or other writing delivered by the Company
      pursuant hereto shall be true in all material respects at and as of the
      Closing Date, as if made at and as of such date; and

 

(c)   
the Sellers shall have received a certificate signed by a duly
      authorized officer of the Company to the effects set forth in
      subsections (a) and (b) above.

 

ARTICLE 6

MISCELLANEOUS

 


Section 6.1    Indemnification by the Company. 
    The Company agrees to indemnify and hold harmless Sellers, their general
    partners and their officers and directors, and each Person, if any, who
    controls Sellers within the meaning of either Section 15 of the Securities
    Act of 1933, as amended, or Section 20 of the Securities Exchange Act of
    1934, as amended, from and against any and all losses, claims, damages,
    liabilities and expenses arising out or based upon (a) any untrue statement
    or alleged untrue statement of a material fact or (b) or arising out of or
    based upon any omission or alleged omission to state a material fact
    required to be stated therein or necessary to make any statement included
    therein not misleading that is contained or incorporated by reference in the
    Registration Statement on Form S-3 (Registration No. 333-35286) , including
    the prospectus, as supplemented, relating to the Offering (collectively, the
    "Offering Materials"), except insofar as such losses, claims,
    damages, liabilities and expenses are caused by any untrue statement or
    omission or alleged untrue statement or omission based upon information
    relating to Sellers furnished in writing to the Company by or on behalf of
    Sellers expressly for use in the Offering Materials. 

 


Section 6.2    Amendments; No Waivers.  Any provision of this Agreement may
    be amended or waived if, and only if, such amendment or waiver is in writing
    and signed, in the case of an amendment, by each party, or in the case of a
    waiver, by the party against whom the waiver is to be effective. No failure
    or delay by either party in exercising any right, power or privilege
    hereunder shall operate as a waiver thereof nor shall any single or partial
    exercise thereof preclude any other or further exercise thereof or the
    exercise of any other right, power or privilege.

 


Section 6.3    Expenses.  Each party hereto
    shall pay its own expenses incidental to the preparation of this Agreement,
    the carrying out of the provisions of this Agreement and the consummation of
    the transactions contemplated hereby.

 


Section 6.4    Entire Agreement.  This Agreement
    sets forth the entire understanding of the parties with respect to the
    transactions contemplated hereby. Any and all previous agreements and
    understandings between or among the parties regarding the subject matter
    hereof, whether written or oral, are superseded by this Agreement.

 


Section 6.5    Assignment and Binding Effect. 
    This Agreement may not be assigned by any party hereto without the prior
    written consent of the other parties. Subject to the foregoing, all of the
    terms and provisions of this Agreement shall be binding upon and inure to
    the benefit of and be enforceable by the successors and permitted assigns of
    Sellers and the Company.

 


Section 6.6    Notices.  Any notice, request,
    demand, waiver, consent, approval or other communication which is required
    or permitted hereunder shall be in writing and shall be deemed given only
    upon delivery by: (a) personal delivery to the designated individual;
    (b) certified or registered mail, postage prepaid, return receipt requested;
    (c) a nationally recognized overnight courier service with confirmation of
    receipt; or (d) facsimile transmission with confirmation of receipt. All
    such notices must be addressed as follows or such other address as to which
    any party hereto may have notified the other in writing:
    

 


	 	
		

If to Sellers:  

		
	
		

c/o First Reserve Corporation

	 	
		
		  

		
	
		

One Lafayette Place

	 	
		
		  

		
	
		

Greenwich, Connecticut 06830

	 	
		
		  

		
	
		

Attn.: Thomas R. Denison

	 	
		
		  

		
	
		

Telecopy: (203) 625-8520



 

	 	
		

If to the Company:  

		
	
		

Superior Energy Services, Inc.

	 	
		
		 

		
	
		

1105 Peters Road

	 	
		
		  

		
	
		

Harvey, Louisiana 70058

	 	
		
		  

		
	
		

Attn.: Terence E. Hall

	 	
		
		  

		
	
		

Telecopy: (504) 362-4966



 


Section 6.7    Governing Law.  This Agreement
    shall be governed by and interpreted and enforced in accordance with the
    internal laws of the State of Delaware, without reference to the conflict of
    laws principles thereof.

 


Section 6.8    Severability.  If any term or
    other provision of this Agreement is invalid, illegal or incapable of being
    enforced by reason of any rule of law or public policy, all other conditions
    and provisions of this Agreement shall nevertheless remain in full force and
    effect so long as the economic or legal substance of the transactions
    contemplated hereby is not affected in any adverse manner to any party. Upon
    such determination that any term or other provision is invalid, illegal or
    incapable of being enforced, the parties hereto shall negotiate in good
    faith to modify this Agreement so as to effect the original intent of the
    parties as closely as possible in an acceptable manner to the end that the
    transactions contemplated hereby are fulfilled to the extent possible, and
    in any case such term or provision shall be deemed amended to the extent
    necessary to make it no longer invalid, illegal or unenforceable.

 


Section 6.9    Counterparts.  This Agreement may
    be executed in any number of counterparts, each of which when executed and
    delivered shall be deemed to be an original and all of which taken together
    shall constitute one and the same instrument.

 


[Remainder of page intentionally left blank.]

 

 


 

 


 

IN WITNESS WHEREOF, the
parties hereto have duly executed
this Agreement on the date first written above.

 

 

	 	



SUPERIOR ENERGY
      SERVICES, INC.

	 	 	 
	 	 	 
	 	
		By:
	
		
			

/s/ Robert S.
      Taylor


		
	 	 	
		

Robert S. Taylor

	 	 	
		

Chief Financial
      Officer



 

 

	 	


                        
                        FIRST RESERVE FUND VII,

                        LIMITED PARTNERSHIP

                        

		
	 	 	 
	 	
		By:
	


                            First
							Reserve GP VII, L.P.,

                            its general partner


		
	 	 	 
	 	
		 By:
	


                            First
							Reserve Corporation,

                            its general partner


		
	 	 	 
	 	 	 
	 	
		By:
	
		
			

/s/ Joseph R. Edwards


		
	 	 	
		

Joseph R. Edwards

	 	 	
		

Vice President



 

 

	 	




                        
                        FIRST RESERVE FUND VIII, L.P.

	 	 	 
	 	
		By:
	


                            First
							Reserve GP VIII, L.P.,

                            its general partner


		
	 	 	 
	 	
		 By:
	


                            First
							Reserve Corporation,

                            its general partner


		
	 	 	 
	 	 	 
	 	
		By:
	
		
			

/s/ Joseph R. Edwards


		
	 	 	
		

Joseph R. Edwards

	 	 	
		Vice President



 

 


 

 


SCHEDULE I




Ownership of Shares


 

 


	
    Owner
	
    Number of Shares
	
    Total Purchase Price

	
	First Reserve Fund VII, Limited
    Partnership
	
    5,817,977
	
    $68,063,058.43

	
    First Reserve Fund VIII, L.P.
	
    3,878,650
	
    $45,375,356.69