AMENDED AND RESTATED PREFERRED PROVIDER AGREEMENT

Exhibit 10.3

AMENDED AND RESTATED
PREFERRED PROVIDER AGREEMENT

THIS AMENDED AND RESTATED PREFERRED PROVIDER AGREEMENT (this “Agreement”) is entered into effective as of January 1, 2011 (the “Effective Date”), by and between Dynamic Offshore Resources, LLC, a Delaware limited liability company (“Dynamic”), and Superior Energy Services, Inc., a Delaware corporation (“SESI”).

RECITALS:

WHEREAS, reference is made to the Preferred Provider Agreement (the “Original PPA”) between Dynamic and SESI dated October 13, 2009;

WHEREAS, (i) Bandon Oil and Gas, LP, a Delaware limited partnership (formerly known as Beryl Oil & Gas, LP) (“BOG”), and SESI are parties to that certain Preferred Provider Agreement dated January 31, 2010 (the “BOG Agreement”), and (ii) SPN Resources, LLC, a Louisiana limited liability company (“SPN”), and SESI, L.L.C., a Delaware limited liability company (“SESI LLC”), are parties to that certain Preferred Provider Agreement dated March 14, 2008 (the “SPN Agreement”);

WHEREAS, BOG and SESI desire to terminate the BOG Agreement and SPN and SESI LLC desire to terminate the SPN Agreement in conjunction with the amendment and restatement of the Original PPA as set forth herein;

WHEREAS, SESI and Dynamic desire to amend the Original PPA to among other things (i) designate SESI and its affiliates as the preferred provider of Field-Level Services of Dynamic and all of its subsidiaries and (ii) allow for third parties to provide Field-Level Services.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the parties hereto agree as follows:

1.             Designation; Provision of Field-Level Services.

(a)           During the term of this Agreement, SESI and its affiliates shall be the preferred provider of any and all Field-Level Services that SESI or its affiliates (collectively, “Service Providers”) are capable of providing for Dynamic and all of its current subsidiaries, including SPN, BOG and Dynamic Offshore Resources NS, LLC) as well as any other entities of which Dynamic may directly or indirectly acquire control of after the Effective Date (which shall be referred to herein, collectively as the “Dynamic Entities”), including production and well intervention services, rental tools and marine services. Service Providers accept such designation and agree to provide Field-Level Services to the Dynamic Entities in accordance with the terms, conditions and procedures set forth in this Agreement and the Master Service Agreement dated December 18, 2003, between SESI LLC and its affiliates (except SPN Resources, L.L.C.) and SPN, as amended by a letter agreement dated January 9, 2009, to include and bind Dynamic, as further amended by a letter agreement effective as of January 1, 2011, to include and bind all of the Dynamic Entities (the “Master Service Agreement”), a copy of which is attached hereto as Exhibit A. For purposes of this Agreement, “Field Level Services” means any and all services (including rentals) necessary or customary for the operation (surface and downhole),

development and management of oil and gas properties for which any of the Dynamic Entities is the operator, including all related equipment and machinery, other than any services generally considered to be general or administrative in nature. Notwithstanding anything to the contrary herein, the commitment of any Dynamic Entity to obtain Field Level Services from the Service Providers shall be reduced to the extent that prudent business practices require such Dynamic Entity to maintain a second service provider or source of supply for Field Level Services.

(b)           The term of this Agreement shall commence as of the date hereof and shall continue thereafter until termination by either party (i) upon the occurrence of an Event of Default (as defined in Section 9 hereof) by or with respect to the other party, (ii) upon the mutual written consent of Dynamic and SESI, (iii) upon SESI either directly or indirectly through its affiliates, ceasing to own, in the aggregate, at least five percent (5%) of the outstanding Class A Units of Dynamic Offshore Holding, LP or (iv) upon the breach by SESI LLC or its affiliates of any of its material obligations under the Turnkey Platform Decommissioning and Well Plugging and Abandonment Contract dated March 14, 2008, as amended, including the failure to timely and properly perform services thereunder, and failure to cure such breach after receipt of notice and the expiration of the applicable cure period as provided in such agreement. Termination of this Agreement shall not relieve a party of a liability or obligation accrued or incurred before termination and is without prejudice to all continuing obligations in this Agreement (including obligations relating to expense reimbursement for expenses incurred prior to or in connection with such termination).

2.             Procedures.  When Field-Level Services are required from time to time to be performed on behalf of any Dynamic Entity, Dynamic shall, or shall cause such other Dynamic Entity to, use its reasonable best efforts to promptly provide the appropriate Service Provider with a request for proposal or similar statement of need for each job or project requiring such Field-Level Services. SESI shall cause the appropriate Service Provider to indicate its willingness and ability to perform such Field-Level Services and if so, the pricing and other terms upon which such Service Provider is willing to provide such services to the extent not governed by the Master Service Agreement. To the extent that such Service Provider is willing and able to perform the Field-Level Services, it shall be entitled to do so in accordance with the pricing and terms previously delivered to such Dynamic Entity, provided only that the quality and cost of such services shall be competitive with third parties for similar services. In the event any Dynamic Entity reasonably and in good faith determines that such Service Provider is unable to perform such work on a timely basis and at a quality and cost that is competitive with third parties for similar services (a “Disqualified Job”), such Dynamic Entity shall so notify SESI and such Dynamic Entity may engage a third party to conduct the Disqualified Job. In making a determination as to cost, no Dynamic Entity may make an adverse determination with respect to a Service Provider that has granted preferred customer status to any Dynamic Entity and has provided reasonable evidence that the pricing afforded such Dynamic Entity by such Service Provider is at least as favorable as the pricing afforded any other of its customers of similar status (but excluding any temporary pricing offered by such Service Provider to new customers for the purpose of entering into new markets or increasing market share). Notwithstanding any provision to the contrary, the Dynamic Entities shall not be obligated to offer any services or products provided by the Moreno Group LLC or any of its affiliates as of March 14, 2008 to the Service Providers under this Agreement.

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3.             Relationship of the Parties. Neither SESI or any Service Provider, on the one hand, nor any of the Dynamic Entities, on the other hand, is for any purposes of this Agreement an agent, partner or employee of the other. This Agreement does not constitute a joint venture between the parties, or any of their respective successors or assigns. It is agreed that in providing Field-Level Services pursuant to this Agreement and the Master Service Agreement, the Service Providers, and each of their employees, agents and consultants, will at all times be independent contractors to the Dynamic Entities.

4.             Waiver. The failure of any party to enforce its rights under this Agreement will not be deemed to be a waiver of such rights absent an express, written waiver signed by the waiving party. Waiver of any one breach will not be deemed to be a waiver of any other breach of the same or any other provision of this Agreement.

5.             Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (a) when delivered personally by hand (with written confirmation of receipt), (b) when sent by facsimile (with written confirmation of transmission) or (c) one (1) Business Day after the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses and facsimile numbers (or to such other address or facsimile number as a party may have specified by notice given to the other party pursuant to this provision):

6.             Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter herein and supersedes and cancels any prior agreements, representations, warranties, or communications, whether oral or written, between the parties hereto relating to the subject matter herein.

7.             Modification. Neither this Agreement nor any provision hereof may be modified, amended, changed, waived, discharged or terminated orally, but only by an agreement in writing signed by the party against whom or which the enforcement of such modification, amendment, change, waiver, discharge or termination is sought.

8.             Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of Law or otherwise by any party hereto without the prior written consent of the other parties hereto, and any such assignment without such prior written consent shall be null and

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void. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.

9.             Events of Default.

(a)           It shall constitute an “Event of Default” with respect to a party if such party files a petition commencing a voluntary case under the Bankruptcy Code; admits in writing its inability to pay its debts as they become due; files a petition. or answer in any proceeding seeking for itself or consenting to, or acquiescing in; any insolvency, receivership, liquidation, dissolution, or similar relief under any present or future statute, law or regulation, or files an answer or other pleading admitting, or failing to deny or contest, the material allegations of the petition filed against it in any such proceeding; the seeking or consenting to, or acquiescence by it in, the appointment of any trustee, receiver, or liquidator of it, or any party of its property; or the commencement against it of an involuntary case under the Bankruptcy Code or a proceeding under any insolvency, receivership, liquidation, dissolution or like law statute

(b)           Upon the occurrence of any Event of Default, this Agreement shall, at the option of the non-defaulting party, be immediately terminated upon written notice to the defaulting party thereof, and the defaulting party shall thereafter be liable and responsible to the non-defaulting party for all damages sustained or incurred by the non-defaulting party by reason of such default and for all other relief and remedies available to the non-defaulting party by reason of such default. Upon termination of this Agreement, all property, information and records of any Dynamic Entity related to the performance of Field-Level Services that are in the possession of any Service Provider shall promptly be returned to the respective Dynamic Entity. If such information or records are stored electronically, such Service Provider shall use reasonable efforts to transfer such information to Dynamic’s computer systems by electronic data transfer and such transfer shall be at no cost to Dynamic if the termination of this Agreement was predicated on a breach by any Service Provider. In the case an Event of Default by Dynamic, Dynamic shall reimburse the Service Providers for all reasonable costs and expenses incurred in the turnover of all records and information.

10.          No Special or Consequential Damages. No party shall be liable, and each party hereby agrees to waive and shall not seek the recovery of, any special or consequential damages for the breach or threatened breach of any provision of this Agreement.

11.          Governing Law. The provisions of this Agreement, all of the documents delivered pursuant hereto, their execution, performance or nonperformance, interpretation, construction and all matters based upon, arising out of or related to this Agreement or the negotiation, execution or performance of this Agreement (whether in tort or contract) shall be governed by the laws, both procedural and substantive, of the State of [Louisiana] without regard to its conflict of laws provisions that if applied might require the application of the laws of another jurisdiction.

12.          Counterparts. This Agreement may be executed in counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together,

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will be deemed to constitute one and the same agreement. Once signed, any reproduction of this Agreement made by reliable means (e.g., photocopy, facsimile) is considered an original.

13.          Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any Law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the legal substance of the transactions contemplated hereby is not affected in any manner materially adverse 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 in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives, effective as of the date first written above.

SIGNATURE PAGE TO AMENDED AND RESTATED
PREFERRED PROVIDER AGREEMENT

The undersigned parties acknowledge and agree by their signatures below that each of the SPN Agreement and the BOG Agreement is hereby terminated and shall be of no further force or effect as of the date hereof.

SIGNATURE PAGE TO AMENDED AND RESTATED
PREFERRED PROVIDER AGREEMENT

EXHIBIT A

Master Service Agreement

THIS CONTRACT CONTAINS INDEMNITY, RELEASE, DEFENSE
AND HOLD HARMLESS PROVISIONS.

MASTER SERVICE AGREEMENT

THIS MASTER SERVICE AGREEMENT (the “Agreement”) is entered into to be effective as of DECEMBER 18, 2003 between SUPERIOR ENERGY SERVICES, L.L.C. AND ITS AFFILIATES (EXCEPT SPN RESOURCES, L.L.C.) a Louisiana limited liability corporation (“Contractor”) and SPN RESOURCES, L.L.C., a Louisiana limited liability corporation (“Company”).

WHEREAS, Company is involved in various business activities including, without limitation, ownership and operation of offshore oil and gas platforms for the production of hydrocarbons;

WHEREAS, in connection with such business activities, Company may from time to time desire to engage Contractor to inspect, operate, maintain, and repair and/or perform the services, in connection with production facilities and equipment owned by Company and/or to purchase or rent equipment, goods, materials or supplies from Contractor for use at its production facilities; and,

WHEREAS, Contractor represents that it has trained and where applicable, licensed personnel capable of safely and efficiently performing such services and is capable of providing equipment in safe and good working order for use by such personnel;

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are acknowledged, the undersigned parties agree as follows:

1.                                       Provision of Services and/or Equipment.

Company may from time to time (a) request inspection, maintenance, operation, repair and other services from Contractor in connection with its production facilities and/or equipment (the “Services”) and/or (b) purchase or rent equipment, goods, supplies, or materials (hereinafter collectively referred to “Equipment”) from Contractor (items “(a)” and/or “(b)” sometimes hereafter being collectively referred to as the “Work”). The Work will be ordered by Company issuing written or verbal purchase orders (the “Purchase Orders”) sometimes in a form similar to the one at Exhibit “A.” This Agreement and the Purchase Orders represent the entire agreement between the parties with respect to the Work and shall govern and control all Work performed by Contractor. It is expressly understood and agreed by the parties that no term or condition of this Agreement will be modified or supplemented in any respect by the terms or conditions contained in Contractor’s work orders, delivery tickets or other written documents used by it for the provision of Work to Company, and such terms or conditions shall not be binding upon Company, regardless of whether an agent, employee or officer of Company signs any such document.

2.                                       Cancellation.

Either party upon giving 60 days written notice to the other party may cancel this Agreement. A cancellation of this Agreement shall not terminate any active Purchase Order. No cancellation of this Agreement shall relieve either party of any liability arising from or incident to Work performed under this Agreement prior to cancellation. Cancellation of this Agreement shall not be effective until all Work being performed by Contractor for Company pursuant to this Agreement is completed.

3.                                       Ordering Work - No Obligations.

Upon Company’s request, Contractor shall provide a written proposal or similar document for identified Work, including the prices it will charge for the Work. If the proposal is accepted by Company, Company will issue a Purchase Order for the Work. Contractor will commence providing the Work in accordance with the Purchase Order and will continue to perform the Work diligently and without delay, in a good and workmanlike manner, in strict conformity with the terms of this Agreement and the Purchase Order. This Agreement does not obligate Company to order Work from Contractor, nor does it obligate Contractor to accept identified Work.

4.                                       Payment.

Contractor shall invoice Company at the end of each month for Work performed, at the address listed in Section 20. Subject to inspection and acceptance of the Work and verification of the invoice, Company will pay the correct amounts due within 30 days of receipt of the invoice. Company may dispute any portion or the entire invoice by written notice to the Contractor. Undisputed portions of the invoice shall be paid within the stated 30 days. All payments due by Company hereunder are contingent upon contractor satisfying Company that there are no liens or claims, existing or threatened, on or against Company or its property by reason of Contractor’s operations hereunder. Acceptance of Work and/or payment of any charges by Company shall not constitute a waiver of Company’s right to subsequently contest the quality of the Work or the validity of the charges or to apply such charges as a setoff or to seek reimbursement form Contractor.

5.                                       Compliance With Laws.

Contractor represents that it is or will be qualified and authorized to perform all Work identified in its proposals and that it has obtained, or will obtain prior to commencing the Work, all necessary permits and licenses required by applicable laws and regulations to perform the Work. Contractor further represents that it shall comply with all applicable laws, orders, ordinances, rules and regulations of all governmental entities in performing its obligations under this Agreement and the Purchase Orders. Contractor also represents that the prices charged for the Work will not be in violation of any applicable laws or governmental regulations, nor greater than those charged its most favored customers for similar work under similar terms and conditions. Contractor agrees to pay all fees, taxes, and other costs relating to the Work and assessed against Contractor by any government authority and shall defend and indemnify

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Company for any claims, penalties, or sanctions resulting from Contractor’s failure to comply with this provision, regardless of the negligence or fault of Company.

6.                                       Independent Contractor.

Contractor shall be an independent contractor as to all Work hereunder. Company shall have no control or direction over Contractor or Contractor’s employees or its subcontractors and their employees, Company being only interested in the results obtained. No employee of Contractor or its subcontractor shall be deemed for any purpose to be the employee, servant, agent, or representative of Company in the performance of the Work. Company shall have the general right of inspection of the Work, but shall not be responsible for any defects in the Work, and Contractor shall allow Company reasonable access to the Work in progress at all times.

In the event any Work is performed subject to the jurisdiction of the State of Louisiana and where Contractor’s employees (which shall include Contractor’s direct, borrowed, special, or statutory employees) are covered by the Louisiana Workers Compensation Act, La. R.S. 23: 1021 et seq., Company and Contractor agree that all Work performed by Contractor and its employees pursuant to the Agreement is an integral part of and essential to the ability of Company to generate Company’s goods, products, and services for purposes of La. R.S. 23:1061 (A)(1). Furthermore, Company and Contractor agree that Company is the statutory employer of Contractor’s employees for purposes of La. R.S. 23:1061 (A)(3). Irrespective of Company’s status as the statutory employer or special employer (as defiled in La. R.S. 23:1031(C)) of Contractor’s employees, Contractor shall remain primarily responsible for the payment of Louisiana workers’ compensation benefits to its employees, and shall not be entitled to seek contribution for any payments from Company, and Contractor further agrees to indemnify, defend, and hold harmless Company in accordance with and to the maximum extent permitted by La. R. S. 23:1061 (B).

7.                                       Standard of Performance and Breach.

As part of the agreed upon consideration stated in Company’s Purchase Order, Contractor shall furnish all labor, supervision, equipment, tools, materials and supplies necessary for the performance of the Work specified in the Purchase Order. Contractor warrants that such Work shall be performed in a diligent and workmanlike manner in accordance with all applicable laws and regulations. Equipment famished hereunder shall be and is warranted to be free from defects. Contractor agrees to promptly repair, replace or correct, at Company’s sole option and at Contractor’s sole cost and expense, any Work found to be defective or otherwise not in accordance with this Agreement and/or the specifications set forth in the Purchase Order. If Contractor fails to promptly initiate such repair, replacement or correction, or if Contractor does not correct such defect or non-conformance to Company’s satisfaction, Company reserves the right to terminate Contractor’s performance of the Work hereunder and thereafter proceed to take control of the Work for the purpose of completing the same, furnishing and or providing all labor, materials and equipment required to complete the Work. Contractor shall be entitled, upon completion of the Work, to the difference between the contract price and the additional cost and expense incurred by or on behalf of Company in finishing said Work (including, without limitation, all of Company’s direct and overhead costs and expenses). Contractor shall defend

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and indemnify Company from and against any losses, damages, claims, fines, penalties or expenses arising from any breach of the warranties provided for in this Agreement.

8.                                       Safety.

It is understood by the parties that Contractor is an independent contractor and Company has no responsibility or duty to supervise Contractor’s environmental, safety and health programs relative to the Work. Contractor represents that all Work performed by it hereunder shall be performed in the safest manner possible, consistent with industry standards and in strict compliance with all applicable rules, regulations, statutes, policies, and procedures of each governmental authority having jurisdiction over the Work performed. Contractor and its employees, agents, and subcontractors shall abide fully with all applicable Company safety rules and regulations. Contractor shall comply with the applicable regulations of the Department of Transportation for Drug and Alcohol Testing and failure to conform to these regulations shall be considered a material breach of this Agreement. Contractor shall defend and indemnify Company from and against any penalties, fines or claims levied or resulting from Contractor’s failure to comply with this provision. Contractor shall take any and all appropriate and necessary actions for the prevention of pollution and protection of the environment and shall comply with all laws, regulations and mandates governing these issues.

9.                                       Liens.

Contractor shall timely pay all of its expenses incurred in connection with its performance of Work under this Agreement. Contractor agrees that with submission of its invoices, it will also furnish such evidence as is required by Company to verify that no liens, privileges, charges, or other claims exist or may arise against the Work. Contractor agrees to INDEMNIFY, DEFEND, and HOLD HARMLESS Company Group (as that tennis defined in Section 12.A. (I). below) from and against any and all liens, privileges, charges, claims, demands, suits, liabilities, causes of action, and all related costs and expenses of whatsoever nature (including attorneys fees) arising out of the performance of or in connection with the Work performed under this Agreement.

10.                                 Confidential Information and Patent Infringement.

Contractor understands that all activities and information with respect to the exploration, exploitation and production of oil and gas from the Company’s facilities, including without limitation geological and geophysical data and production and reserve data, are strictly confidential. Contractor shall not reveal any such information to any third party. Contractor hereby agrees to INDEMNIFY, DEFEND, and HOLD HARMLESS Company Group (as that term is defined in Section 12.A. (i). below) from and against any and all claims, demands, suits, liabilities, or causes of action and all related costs and expenses, which may be asserted by any person or entity on account of Contractor’s breach of this Section or which result from Contractor’s violation or infringement of any such license, patent or proprietary idea, image or right.

Contractor represents and warrants that the use or construction of all tools and equipment furnished by it or the processes or procedures used in performing the Work will not infringe on

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any license, patent or proprietary right which has been issued or applied for, and Contractor agrees to defend, indemnify, save and hold harmless Company from and against any and all claims, demands, suits and causes of action of every kind and character in favor of or made by any person or entity claiming violation or infringement of any such license, patent or proprietary idea, image or right.

11.                                 Conflict of Interest.

Contractor shall not pay any commissions or fees, or grant any rebates to any employee or officer of Company or their relatives, nor favor any employee or officer of Company with gifts or entertainment other than of nominal value, nor enter into business arrangements with any employee or officer of Company other than as a representative of Company. If an employee of Company should solicit a gift or gratuity from the Contractor, the Contractor hereby agrees to notify an officer of Company of such act. It is understood that failure by the Contractor to comply with Company’s policies regarding gifts and gratuities may, at Company’s option, result in the termination of business relations and may further preclude any future dealings between the parties. Contractor shall cooperate with Company and provide access to its records and information requested in connection with any audit or investigation related to alleged violations of the Company policies set out hereinabove.

12.                                 Insurance and Indemnity.

A.                                   Definitions: For the purposes of this Agreement, the following definitions shall apply:

(i)            “Company Group” means the party designated as “Company” and includes its members, parent corporation, partnerships, subsidiaries, affiliates, joint venturers, co-owners, co-operators, and its contractors (other than Contractor herein) and the subcontractors thereof, and the directors, officers, agents and employees of each.

(ii)           “Contractor Group” means the party designated as “Contractor” and includes its members, parent, subsidiaries and affiliate companies and their contractors and subcontractors, and the directors, officers, and employees of each.

(iii)          “Claims” shall mean all claims, demands, causes of action (whether in law or in equity), liabilities, damages, judgments, awards, losses, costs, expenses (including, without limitation, reasonable attorneys’ fees and costs of litigation) of any kind or character.

(iv)          “REGARDLESS OF FAULT’ shall mean without regard to the cause or causes thereof including, without limitation, pre-existing conditions, whether such conditions be patent or latent, the unseaworthiness of any vessel or vessels, imperfection of material, defect or failure of equipment, breach of representation or warranty (express or implied), ultra-hazardous activity, strict liability, tort, breach of contract, breach of statutory duty, breach of any safety requirement or regulation, or the negligence of any