FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT
THIS FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this Amendment) is entered into as of May 13, 2021 by SESI, L.L.C., a limited liability company duly formed and existing under the laws of the State of Delaware (the Borrower), SESI Holdings, 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 Credit Agreement, dated as of February 2, 2021 (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 that the Lenders consent to an extension until June 1, 2021 for the period specified in Section 6.1(a)(ii) to deliver the (i) the consolidated unaudited balance sheets of Superior Topco and its consolidated subsidiaries and (ii) the consolidated profit and loss statements of Superior Topco and its consolidated subsidiaries, in each case, for the fiscal quarter ending March 31, 2021 (the Q1 Financials Extension Request).
D. The Borrower has notified the Lenders that Superior TopCo may be unable to deliver to the SEC its quarterly report on Form 10-Q for the fiscal quarter ending March 31, 2021 (the Q1 10-Q), within the time period required by the Securities Exchange Act of 1934 and the SEC (the Q1 10-Q Deadline).
C. The Borrower has further requested that certain amendments and modifications be made to the Credit Agreement.
D. NOW, THEREFORE, to induce the Administrative Agent 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.
Section 2. Q1 Financials Extension Request; Waiver.
2.1. Subject to the occurrence of the First Amendment Effective Date, the Borrower hereby requests, and the Administrative Agent and Lenders constituting at least the Required Lenders, hereby consent to the Q1 Financials Extension Request.
2.2. Subject to the occurrence of the First Amendment Effective Date, the Borrower hereby requests the waiver of, and Administrative Agent and Lenders constituting at least the Required Lenders hereby waive, compliance with Sections 4.2(a)(ii) and 6.7(a), in each case, solely to the extent arising from the failure of Superior TopCo to deliver the Q1 10-Q by the Q1 10-Q Deadline.