FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 23rd, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2012 by and between Dynamic Offshore Resources, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
·] Shares DYNAMIC OFFSHORE RESOURCES, INC. Common Stock, par value $0.01 per Share FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • January 11th, 2012 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • New York
750,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 20, 2011, among DYNAMIC OFFSHORE RESOURCES, LLC, as the Borrower, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as the Lenders, THE ROYAL...Credit Agreement • November 10th, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 20, 2011, is by and among DYNAMIC OFFSHORE RESOURCES, LLC, a Delaware limited liability company (the “Borrower”), the various financial institutions and other Persons from time to time parties hereto (the “Lenders”), THE ROYAL BANK OF SCOTLAND plc (“RBS”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, and RBS SECURITIES INC. (“RBSSI”), as Sole Lead Arranger and Sole Bookrunner.
PURCHASE AND SALE AGREEMENT BETWEEN XTO OFFSHORE INC., HHE ENERGY COMPANY, XH, LLC, AND DYNAMIC OFFSHORE RESOURCES, LLC EFFECTIVE TIME: AUGUST 1, 2011 AT 7:00 AM CDTPurchase and Sale Agreement • December 23rd, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (“Agreement”) is executed between XTO Offshore Inc. and HHE Energy Company, each a Delaware corporation, and XH, LLC, a Delaware limited liability company, all with an address of 810 Houston Street, Fort Worth, Texas 76102-6298 (“XTO Energy”), as seller(s), and Dynamic Offshore Resources, LLC, a Delaware limited liability company with an address of 1301 McKinney, Suite 900, Houston, Texas 77010 (“Buyer”), as buyer, (collectively, the “Parties”) as of the Execution Date. Sellers are hereinafter sometimes referred to as “XTO Energy” for convenience and simplicity; the abbreviation is not intended to override the corporate separateness of these separate legal entities.
EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) is dated as of January 31, 2008 to be effective as of the Effective Date, by and between Dynamic Offshore Holding GP, LLC, a Delaware limited liability company (“Employer”), and John Y. Jo (“Executive”), and by Dynamic Offshore Holding, LP, a Delaware limited partnership (“Partnership”), to evidence its agreement to be bound by the terms of Section 23 hereof.
CONTRIBUTION AGREEMENT by and among DYNAMIC OFFSHORE RESOURCES, LLC, DYNAMIC OFFSHORE HOLDING, LP, DYNAMIC OFFSHORE HOLDING GP, LLC, SESI, L.L.C., AND SUPERIOR ENERGY INVESTMENTS, LLC Effective as of January 1, 2011Contribution Agreement • December 23rd, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Texas
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into effective as of January 1, 2011, by and among Dynamic Offshore Resources, LLC, a Delaware limited liability company (“Dynamic”), Dynamic Offshore Holding GP, LLC, a Delaware limited liability company (“DOH GP”), Dynamic Offshore Holding, LP, a Delaware limited partnership (the “Partnership”), SESI, L.L.C., a Delaware limited liability company (“SESI”), Superior Energy Investments, LLC, a Delaware limited liability company (“SEI”, and collectively with Dynamic, DOH GP, the Partnership and SESI, the “Parties”).
PURCHASE AND SALE AGREEMENT BETWEEN SAMSON OFFSHORE COMPANY AND SAMSON CONTOUR ENERGY E&P, LLC (COLLECTIVELY “SELLERS”) AND DYNAMIC OFFSHORE RESOURCES, LLC (“BUYER”) DATED AS OF JUNE 11, 2010Purchase and Sale Agreement • December 23rd, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (“Agreement”), made as of June 11, 2010 (“Execution Date”) by and between SAMSON OFFSHORE COMPANY, an Oklahoma corporation, whose address is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103 (“Offshore”) and SAMSON CONTOUR ENERGY E&P, LLC, a Delaware limited liability company (“Contour”) whose address is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103 (collectively Offshore and Contour shall be referred to as “Seller” or “Sellers”) and DYNAMIC OFFSHORE RESOURCES, LLC, a Delaware limited liability company, whose address is 1301 McKinney, Suite 900, Houston, Texas 77010 (“Buyer”) (Buyer and Sellers are sometimes referred to below individually as a “Party” or collectively as the “Parties”);
AMENDED AND RESTATED PREFERRED PROVIDER AGREEMENTMaster Service Agreement • December 12th, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Louisiana
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) is dated as of January 25, 2008 to be effective as of November 1, 2007 (the “Effective Date”), by and between Dynamic Offshore Holding GP, LLC, a Delaware limited liability company (“Employer”), and G.M. McCarroll (“Executive”), and by Dynamic Offshore Holding, LP, a Delaware limited partnership (“Partnership”), to evidence its agreement to be bound by the terms of Section 23 hereof.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 23rd, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas
This Purchase and Sale Agreement (this “Agreement”), is entered into as of the 31St day of January, 2010, by and between Superior Energy Services, Inc., a Delaware corporation (“SESI”), whose address is 601 Poydras Street, Suite 2400, New Orleans, Louisiana 70139, its wholly subsidiary, Wild Well Control, Inc., a Texas corporation (“WWCI”), whose address is 2202 Oil Center Court, Houston, Texas 77073, and Dynamic Offshore Resources, LLC, a Delaware limited liability company (“DOR”), whose address is 1301 McKinney Street, Houston, Texas 77010. Each of SESI, WWCI and DOR is hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties”.
FORM OF DYNAMIC OFFSHORE RESOURCES, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • December 23rd, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Delaware
This Stockholders Agreement (“Agreement”) is entered into as of [·], 2012 by and among Dynamic Offshore Resources, Inc., a Delaware corporation (the “Company”), R/C Dynamic Holdings, L.P., a Delaware limited partnership (“R/C Dynamic Holdings”), R/C Energy IV Direct Partnership, L.P., a Delaware limited partnership (“R/C Direct” and, together with R/C Dynamic Holdings, “Riverstone”), Michel B. Moreno, G. M. McCarroll, SESI, L.L.C., a Delaware limited liability company (“SESI”), Superior Energy Investments, LLC, a Delaware limited liability company (“SEI” and together with SESI, “Superior”), and each other person listed as a Stockholder on the signature pages hereof or who from time to time may execute and deliver a counterpart signature page and become a party hereto (each, a “Party” and collectively, the “Parties”).
AMENDED AND RESTATED TURNKEY PLATFORM DECOMMISSIONING AND WELL PLUGGING AND ABANDONMENT CONTRACT By and between SPN RESOURCES, LLC and SUPERIOR ENERGY SERVICES, L.L.C. Dated Effective as of January 1, 2011Plugging and Abandonment Contract • January 11th, 2012 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Louisiana
THIS AMENDED AND RESTATED TURNKEY PLATFORM DECOMMISSIONING AND WELL PLUGGING AND ABANDONMENT CONTRACT (this “Agreement”) dated effective as of January 1, 2011 (“Effective Date”), by and between SPN Resources, LLC, a Louisiana limited liability company (“Owner”), having its principal place of business at 12707 North Freeway, Suite 200, Houston, Texas 77060, and Superior Energy Services, L.L.C., a Louisiana limited liability company (“Contractor”), having its principal place of business at 1105 Peters Road, Harvey, Louisiana 70058. Owner and Contractor are sometimes referred to singularly as “Party” and collectively as “Parties,” as the context of the usage of such term may require.
FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 11th, 2012 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into to be effective as of the effective date (the “Effective Date”) identified on Exhibit A to this Agreement (“Exhibit A”), which is incorporated into this Agreement by reference, by and between the entity identified on Exhibit A (“Employer”), and the employee identified on Exhibit A (“Employee”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of [·], 2012, by and among Dynamic Offshore Resources, Inc., a Delaware corporation (the “Company”), R/C Dynamic Holdings, L.P., a Delaware limited partnership (“R/C Dynamic Holdings”), R/C Energy IV Direct Partnership, L.P., a Delaware limited partnership (“R/C Direct” and, together with R/C Dynamic Holdings, “Riverstone”), Michel B. Moreno, G. M. McCarroll, SESI, L.L.C., a Delaware limited liability company, Superior Energy Investments, LLC, a Delaware limited liability company, and the other parties that are signatories hereto (each, a “Party” and collectively, the “Parties”). Capitalized terms used herein without definition have the meanings set forth in Section 1.
FORM OF REORGANIZATION AGREEMENT by and among R/C IV NON-U.S. DYNAMIC CORP. R/C ENERGY IV DIRECT PARTNERSHIP, L.P. R/C DYNAMIC HOLDINGS, L.P. DYNAMIC OFFSHORE RESOURCES, INC. DYNAMIC OFFSHORE HOLDING GP, LLC and DYNAMIC OFFSHORE HOLDINGS, LP dated...Reorganization Agreement • December 23rd, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Delaware
This Reorganization Agreement, dated as of December [·], 2012 (this “Agreement”), is by and among R/C IV Non-U.S. Dynamic Corp., a Delaware corporation (“ECI”), R/C Energy IV Direct Partnership, L.P., a Delaware limited partnership (“Riverstone Direct”), R/C Dynamic Holdings, L.P., a Delaware limited partnership (“R/C Dynamic”), Dynamic Offshore Resources, Inc., a Delaware corporation (“DOR”), Dynamic Offshore Holding GP, LLC, a Delaware limited liability company (“DOH GP”), and Dynamic Offshore Holding, LP, a Delaware limited partnership (“DOH”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Certain capitalized terms used herein have the meanings assigned to such terms in Article I.
EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) is dated as of June 30, 2011 to be effective as of the Effective Date, by and between Dynamic Offshore Holding GP, LLC, a Delaware limited liability company (“Employer”), and Thomas R. Lamme (“Executive”), and by Dynamic Offshore Holding, LP, a Delaware limited partnership (“Partnership”), to evidence its agreement to be bound by the terms of Section 22 hereof.
AMENDED AND RESTATED TURNKEY PLATFORM DECOMMISSIONING AND WELL PLUGGING AND ABANDONMENT CONTRACT By and between SPN RESOURCES, LLC and SUPERIOR ENERGY SERVICES, L.L.C. Dated Effective as of January 1, 2011Plugging and Abandonment Contract • December 12th, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Louisiana
THIS AMENDED AND RESTATED TURNKEY PLATFORM DECOMMISSIONING AND WELL PLUGGING AND ABANDONMENT CONTRACT (this “Agreement”) dated effective as of January 1, 2011 (“Effective Date”), by and between SPN Resources, LLC, a Louisiana limited liability company (“Owner”), having its principal place of business at 12707 North Freeway, Suite 200, Houston, Texas 77060, and Superior Energy Services, L.L.C., a Louisiana limited liability company (“Contractor”), having its principal place of business at 1105 Peters Road, Harvey, Louisiana 70058. Owner and Contractor are sometimes referred to singularly as “Party” and collectively as “Parties,” as the context of the usage of such term may require.
Wild Well Control, Inc.Letter Agreement • November 10th, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas
This letter agreement (this “Agreement”) is intended to set forth our understanding with respect to liabilities and obligations arising under the Leases and the APA with respect to the plugging, abandonment, removal, restoration and decommissioning obligations (including, without limitation, “Final Decommissioning”, as defined in the APA) with respect to those wells, platforms, facilities and pipelines in existence as of the Effective Time and constituting part of the Assets (the “Excluded Decommissioning Liabilities”), as same are referenced in Section 1 of the Purchase and Sale Agreement dated January 31, 2010 (the “Purchase Agreement”), among Superior Energy Services, Inc., Wild Well Control, Inc. (“WWCI”) and Dynamic Offshore Resources, LLC (“DOR”). Initially capitalized terms used in this letter agreement but not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 12th, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas
This Purchase and Sale Agreement (this “Agreement”), is entered into as of the 31St day of January, 2010, by and between Superior Energy Services, Inc., a Delaware corporation (“SESI”), whose address is 601 Poydras Street, Suite 2400, New Orleans, Louisiana 70139, its wholly subsidiary, Wild Well Control, Inc., a Texas corporation (“WWCI”), whose address is 2202 Oil Center Court, Houston, Texas 77073, and Dynamic Offshore Resources, LLC, a Delaware limited liability company (“DOR”), whose address is 1301 McKinney Street, Houston, Texas 77010. Each of SESI, WWCI and DOR is hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 10th, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • New York
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated effective as of November 9, 2011 (the “Effective Date”), is by and among Dynamic Offshore Resources, LLC, a Delaware limited liability company (the “Borrower”), the various financial institutions and other persons parties hereto as Lenders, The Royal Bank of Scotland plc, as administrative agent (in such capacity, the “Administrative Agent”) and as letter-of-credit issuing bank (in such capacity, the “Issuer”).
AMENDED AND RESTATED TURNKEY PLATFORM DECOMMISSIONING AND WELL PLUGGING AND ABANDONMENT CONTRACT By and between SPN RESOURCES, LLC and SUPERIOR ENERGY SERVICES, L.L.C. Dated Effective as of January 1, 2011Plugging and Abandonment Contract • November 10th, 2011 • Dynamic Offshore Resources, Inc. • Crude petroleum & natural gas • Louisiana
THIS AMENDED AND RESTATED TURNKEY PLATFORM DECOMMISSIONING AND WELL PLUGGING AND ABANDONMENT CONTRACT (this “Agreement”) dated effective as of January 1, 2011 (“Effective Date”), by and between SPN Resources, LLC, a Louisiana limited liability company (“Owner”), having its principal place of business at 12707 North Freeway, Suite 200, Houston, Texas 77060, and Superior Energy Services, L.L.C., a Louisiana limited liability company (“Contractor”), having its principal place of business at 1105 Peters Road, Harvey, Louisiana 70058. Owner and Contractor are sometimes referred to singularly as “Party” and collectively as “Parties,” as the context of the usage of such term may require.
