FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
This First Amendment to Loan Agreement is entered into effective
as of the 20th day of November, 1997, by and between Whitney National
Bank ("Bank") and Superior Energy Services, Inc. ("Borrower").
WHEREAS, the parties hereto entered into an Amended and Restated
Loan Agreement dated November 5, 1997 (the "Loan Agreement"); and
WHEREAS, the parties hereto desire to amend the Loan Agreement.
NOW THEREFORE, for good and adequate consideration the receipt of
which is hereby acknowledged, Borrower and Bank do hereby agree as follows:
1. As used herein, capitalized terms will have the meanings
attributed to them in the Loan Agreement.
2. The definition of Applicable Margin, Line of Credit Period and
Borrowing Base are hereby amended to read as follows:
"Applicable Margin" shall mean, the rate of interest per annum
shown in the applicable column below:
Level I Level II Level III
If Ratio of Consolidated < 1.5 < 3.0 > 3.0
Total Debt as of the end of > 1.5
the immediately preceding
fiscal quarter to
Consolidated EBITDA for the
immediately preceding four
(4) fiscal quarters is
Applicable Margin 2.00% 2.25% 2.5%
The Applicable Margin shall commence at Level I and shall be adjusted
on the first day of each March, June, September and December (or, if such day
is not a Business Day, on the next succeeding Business Day), based on the ratio
of Consolidated Total Debt as of the end of the immediately preceding fiscal
quarter to Consolidated EBITDA for the immediately preceding four (4) fiscal
quarters. If Borrower should fail to deliver in a timely manner a certificate
required under Section 5.02(a)(vi) hereof, then, until Borrower shall have
provided such certificate, it shall be presumed that the ratio of Consolidated
Total Debt as of the end of the immediately preceding fiscal quarter to
Consolidated EBITDA for the immediately preceding four (4) fiscal quarters was
greater than 3 (and, from the date of the delivery of such certificate, the
Applicable Margin shall be determined by reference to such certificate).
"Borrowing Base" shall mean, as of the date of determination thereof,
(a) through December 31, 1997, an amount equal to the lesser of (i)
$45,000,000.00 or (ii) eighty-five (85%) percent of the base amounts owed on
all Eligible Accounts as of such date plus fifty (50%) percent of all Eligible
Inventory as of such date plus seventy (70%) percent of all Consolidated
Property, Plant & Equipment as of such date or (b) after December 31, 1997,
an amount equal to the lesser of (i) $30,000,000.00 or (ii) eighty-five (85%)
percent of the base amounts owed on all Eligible Accounts as of such date plus
fifty (50%) percent of all Eligible Inventory as of such date plus seventy
(70%) percent of all Consolidated Property, Plant & Equipment as of such date.
"Line of Credit Period" shall mean the period commencing on the date
hereof and ending on March 31, 1999.
3. Section 2.01(a) of the Loan Agreement is hereby amended to read as
follows:
2.01 (a) Loans. Subject to the due and faithful performance of the
terms and conditions of this Agreement and in any instrument or
agreement executed contemporaneous herewith or as a consequence hereof
and in accordance with the terms and conditions of this Agreement, Bank
shall make loans to Borrower from time to time during the Line of
Credit Period provided that the principal amount of the loans plus the
Stated Amount of all outstanding Letters of Credit shall not at any time
exceed the Borrowing Base. The Loans will bear interest on the
outstanding principal balance from time to time at the rate equal to the
LIBOR Rate (provided that through December 31, 1997, the Loans shall
bear interest on the outstanding principal balance from time to time at
the rate equal to 7.27% per annum) and shall be payable interest only
quarterly in arrears on the last day of each quarter (or, if such day
is not a Business Day, on the next succeeding Business Day) commencing
on November 30, 1997, with the balance of all outstanding principal and
interest being due and payable on March 31, 1999. Interest on the
outstanding principal owed on the Loans will be computed and assessed
on the basis of the actual number of days elapsed over a year composed
of 360 days. The obligation of the Borrower to repay the Loans shall be
evidenced by a promissory note made payable to the order of Bank in the
principal sum of $45,000,000.00, a copy of which is attached hereto as
Exhibit B.
4. Section 2.01(a) of the Loan Agreement is hereby amended to read as
follows:
(a) Commitment Fee. Borrower shall pay to Bank, in arrears, on the
last day of March, June, September and December in each year (or, if
such day is not a Business Day, on the next succeeding Business Day)
and on the last day of the Line of Credit Period, a commitment fee
(the "Commitment Fee") equal to 1/4 of 1% of the unused Line of Credit
during the preceding fiscal quarter, or portion thereof, which unused
Line of Credit shall be arrived at by dividing the sum of the unused
Line of Credit for each day of that quarter as of the close of each
day, by 90. Through December 31, 1997, the unused Line of Credit shall
be defined as (x) $45,000,000.00 minus (y) the sum of (1) all
outstanding Loans and (2) the Stated Amount of all outstanding Letters
of Credit. After December 31, 1997, the unused Line of Credit shall be
defined as (x) $30,000,000.00 minus (y) the sum of (1) all outstanding
Loans and (2) the Stated Amount of all outstanding Letters of Credit.
5. Section 5.03(h) of the Loan Agreement is hereby amended to read as
follows:
(h) incur any Capital Expenditures, or allow any Subsidiary so to do,
in excess of $20,000,000.00 in the aggregate for Borrower and its
Subsidiaries in any fiscal year; and/or
6. The Loan Agreement is hereby amended to provide that Borrower shall use
the net proceeds from the issuance of any common stock of Borrower
pursuant to Prospectus dated November 20, 1997 , to pay the Loans.
7. The Loan Agreement is hereby amended to provide that the failure of
Borrower to raise net proceeds in the amount of at least
$32,500,000.00 prior to December 31, 1997 through the issuance of
common stock of Borrower shall be a Default under the Loan Agreement.
8. In connection with the foregoing and only in connection with the
foregoing, the Loan Agreement is hereby amended, but in all other
respects all of the terms and conditions of the Loan Agreement remain
unaffected. Nothing in this First Amendment to Loan Agreement shall
affect, modify or release any security agreements, financing statements,
mortgages, or other security documents presently existing in favor of
Bank, said security agreements, financing statements, mortgages and
other security documents to remain in full force and effect.
9. Borrower acknowledges and agrees that this First Amendment to Loan
Agreement shall not constitute a waiver of any default(s) under the
Loan Agreement or any documents executed in connection therewith, all
of Bank's rights and remedies being preserved and maintained.
10. This First Amendment to Loan Agreement may be executed in any number
of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and
the same agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date hereinabove set forth.
BANK: WHITNEY NATIONAL BANK
By: ______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its Assistant Vice President
BORROWER: SUPERIOR ENERGY SERVICES, INC.
By: ______________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Its President