This Supplemental Indenture is entered into as of February 14, 2020 (this Supplemental Indenture), by and among SESI, L.L.C., a Delaware limited liability company (the Issuer), Superior Energy Services, Inc., a Delaware corporation (Superior Energy), the subsidiary guarantors party to the Indenture referred to below (together with Superior Energy, the Guarantors) and The Bank of New York Mellon Trust Company, N.A., a national banking association (the Trustee), as Trustee, registrar, authentication agent and paying agent under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, Superior Energy, the Issuer and the Trustee have heretofore executed and delivered an Indenture dated as of December 6, 2011 (as supplemented, waived or otherwise modified, including by the Supplemental Indenture, dated February 29, 2012, the Supplemental Indenture dated May 7, 2012, the Supplemental Indenture dated August 29, 2014, the Supplemental Indenture dated August 3, 2015, the Supplemental Indenture dated August 17, 2017, and the Supplemental Indenture, dated as of October 20, 2017, the Indenture), providing for the issuance of an aggregate principal amount of $800.0 million of 7.125% Senior Notes due 2021 of the Issuer (the Notes);
WHEREAS, Section 9.02 of the Indenture provides, among other things, that the Issuer and the Trustee may amend certain terms of the Indenture with the consent of the Holders of a majority of the aggregate principal amount of the Notes then outstanding, and has filed with the Trustee evidence of such consents, all as certified by a certificate of the exchange agent (the Exchange Agent Certificate) with respect to the Statement, as the duly appointed agent, attorney-in-fact and proxy of such Holders, which Exchange Agent Certificate has been delivered to the Issuer, the Issuer has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture the Exchange Agent Certificate, resolutions of its Board of Directors authorizing the execution and delivery of this Supplemental Indenture, an Officers Certificate and an Opinion of Counsel relating to this Supplemental Indenture, as contemplated by Sections 9.02 and 9.06, 12.04 and 12.05 of the Indenture, and the Issuer has satisfied all other conditions required under the Indenture to enable the Issuer, the Guarantors and the Trustee to enter into this Supplemental Indenture, and has requested that the Trustee enter into this Supplemental Indenture with it and the other Guarantors; and
WHEREAS, the Issuer has solicited consents to certain amendments to the Indenture (collectively, the Proposed Amendment) pursuant to the Offering Memorandum and Consent Solicitation Statement dated as of January 6, 2020 (as amended by the press releases dated January 16, 2020 and January 22, 2020 and Supplement No. 1 to the Offering Memorandum and Consent Solicitation Statement, dated as of January 31, 2020, and as may be further amended or supplemented from time to time, the Statement);
WHEREAS, the Issuer has obtained the consent to the Proposed Amendment from the Holders of a majority of the aggregate principal amount of the Notes then outstanding; and