This Supplemental Indenture is entered into as of June 3, 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, the Supplemental Indenture, dated as of October 20, 2017, and the Supplemental Indenture, dated as of February 14, 2020, the Original Notes 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 Original Notes);
WHEREAS, in accordance with Section 2.01, Section 2.02 and Section 9.01(7) of the Original Notes Indenture, the Issuer, the Guarantors and the Trustee may amend or supplement the Original Notes Indenture to provide for the issuance of Additional Notes;
WHEREAS, pursuant to the Issuers Offering Memorandum and Consent Solicitation Statement dated as of January 6, 2020, as amended and supplemented by the press releases dated January 16, 2020, January 22, 2020, February 14, 2020, February 19, 2020 and February 20, 2020 issued by Superior Energy and Supplement No. 1 to the Offering Memorandum and Consent Solicitation Statement, dated January 31, 2020 (as so amended and supplemented, the Offering Memorandum), on February 24, 2020, the Issuer accepted for exchange $617,940,000 aggregate principal amount of Original Notes in exchange for $617,940,000 aggregate principal amount of its newly issued 7.125% Senior Notes due 2021 (the New Notes) established pursuant to that certain indenture, among the Issuer, the guarantor parties thereto, and UMB Bank, N.A., as trustee (the New Notes Indenture);
WHEREAS, pursuant to the New Notes Indenture and as described in the Offering Memorandum, three Business Days after the Termination Date (as defined in the Offering Memorandum), the New Notes will be automatically exchanged for an equal principal amount of Original Notes issued as Additional Notes pursuant to and in compliance with the Original Notes Indenture (the Termination Exchange);
WHEREAS, the Termination Date is May 31, 2020, and, in exchange for an equal principal amount of New Notes, which shall be cancelled by UMB Bank, N.A., as trustee under the New Notes Indenture, the Issuer and the Guarantors shall execute and deliver this Supplemental Indenture to provide for the issuance of $617,940,000 aggregate principal amount of Additional Notes on the date hereof; and