FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment) is entered into as of August 5, 2020 by SESI, L.L.C., a limited liability company duly formed and existing under the laws of the State of Delaware (the Borrower), Superior Energy Services, Inc., a corporation duly formed and existing under the laws of the State of Delaware (the Parent), each of the undersigned Guarantors (together with the Borrower and Parent, the Loan Parties), each of the undersigned Lenders, each Issuing Lender and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders.
R E C I T A L S
A. The Borrower, the Parent, the Administrative Agent, the Lenders and the Issuing Lenders are parties to that certain Fifth Amended and Restated Credit Agreement, dated as of October 20, 2017 (as amended by the First Amendment to Fifth Amended and Restated Credit Agreement, dated as of September 25, 2018, the Second Amendment to Fifth Amended and Restated Credit Agreement, dated as of September 20, 2019, and the Third Amendment to Fifth Amended and Restated Credit Agreement, dated as of March 2, 2020, the Credit Agreement), pursuant to which the Lenders and Issuing Lenders have made certain credit available to and on behalf of the Borrower.
B. The Borrower has requested and the Administrative Agent, the Issuing Lenders and Lenders constituting the Required Lenders have agreed to (i) the creation of the Required Cash Collateral Account (as defined below), (ii) restrict the ability of the Borrower to request Advances, (iii) restrict the availability of certain negative covenant baskets and exceptions and (iv) make certain other changes to the Credit Agreement.
C. NOW, THEREFORE, to induce the Administrative Agent, the Issuing Lenders and the Lenders party hereto to enter into this Amendment and in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Amendment. Unless otherwise indicated, all article, exhibit, section and schedule references in this Amendment refer to articles, exhibits, sections and schedules of the Credit Agreement.
2.1. Advances. Following the Fourth Amendment Effective Date, the Borrower shall not be permitted to request any Advance; provided, that this Section 2.1 shall not apply to (a) requests by the Administrative Agent to Lenders to fund a Loan to reimburse the Administrative Agent for a Protective Advance pursuant to Section 2.1.2(a), (b) the ability of the Administrative Agent to make Protective Advances or (c) the requirement for L/C Participants to make participation payments to the Issuing Lender pursuant to Section 2.2.4.
2.2. Letters of Credit. Following the Fourth Amendment Effective date, until satisfaction of each of the post-closing requirements in Section 5, no Letters of Credit shall be issued, amended, renewed or extended.