EX-10.10 2 h23277exv10w10.txt 3RD AMEND. TO AMENDED AND RESTATED CREDIT AGREEMENT EXHIBIT 10.10 THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of March 15, 2005, is among SESI, L.L.C., as Borrower, SUPERIOR ENERGY SERVICES, INC., as Parent, 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 that the Lenders permit the Borrower to incur additional working capital indebtedness up to the aggregate amount of $5,000,000. 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 Sections 6.11 (Indebtedness) of the Credit Agreement is hereby amended to add a new Clause (xix) and to amend existing Clause (xix) to read as follows: (xix) Other secured Indebtedness not exceeding $5,000,000 in the aggregate principal amount outstanding at any one time. (xx) The refinancing of any Indebtedness described in the foregoing Section 6.11(i) through (xix). 1.2 Section 6.15(a)(iv) of the Credit Agreement (Liens) is hereby amended to read as follows: (ix) Other Liens that secure not more than $5,000,000 of Indebtedness, provided that such Liens do not encumber real estate, vessels or accounts. 1.3 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 May 1, 2004 a one-time waiver of the provisions of Sections 6.11 and 6.15 through the date hereof, to permit the Borrower to incur other secured Indebtedness not exceeding $5,000,000 in the aggregate principal amount outstanding at any one time. 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. This Amendment shall be effective as of the date first written above upon execution by the Borrower, Parent and the Required Lenders. [Rest of page intentionally blank] - 2 - IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders have executed this Agreement as of the date first above written. BORROWER: SESI, L.L.C. By: Superior Energy Services, Inc. Member Manager By: /s/ Robert S. Taylor -------------------------------- Name: Robert S. Taylor Title: Chief Financial Officer PARENT: SUPERIOR ENERGY SERVICES, INC. By: /s/ Robert S. Taylor ------------------------------------ Name: Robert S. Taylor Title: Chief Financial Officer AGENT AND LENDER: BANK ONE, NA (Main Office Chicago) By: /s/ Steven D. Nance ------------------------------------ Name: Steven D. Nance Title: Vice President SYNDICATION AGENT AND LENDER: WELLS FARGO BANK, N.A. By: /s/ Philip C. Lauinger III ------------------------------------ Name: Philip C. Lauinger III Title: Vice President DOCUMENTATION AGENT AND LENDER: WHITNEY NATIONAL BANK By: /s/ Hollie L. Ercksen ------------------------------------ Name: Hollie L. Ericksen Title: Vice President - 3 - LENDERS: PNC BANK, NATIONAL ASSOCIATION By: /s/ Vickie Leon ------------------------------------ Name: Vickie Leon Title: Assistant Vice President NATEXIS BANQUES POPULAIRES By: /s/ Renaud d'Herbes ------------------------------------ Name: Renaud d'Herbes Title: Vice President/Regional Manager By: /s/ Daniel Payer ------------------------------------ Name: Daniel Payer Title: Vice President HIBERNIA NATIONAL BANK By: /s/ Stephen Birnbaum ------------------------------------ Name: Stephen Birnbaum Title: Vice President BANK OF SCOTLAND By: ____________________________________ Name: Title: AMEGY BANK NA By: /s/ C. Ross Bartley ------------------------------------ Name: C. Ross Bartley Title: Vice President - 4 -