Exhibit 4.1
REGISTRATION RIGHTS AGREEMENT
Among
SUPERIOR ENERGY SERVICES, INC.
And
FIRST RESERVE FUND VII, LIMITED PARTNERSHIP
FIRST RESERVE FUND VIII, LIMITED PARTNERSHIP
July 15, 1999
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is entered into
this 15th day of July, 1999, by and among Superior Energy Services, Inc., a
Delaware corporation ("Superior"), and First Reserve Fund VII, Limited
Partnership, a Delaware limited partnership, and First Reserve Fund VIII,
Limited Partnership, a Delaware limited partnership (each a "First Reserve
Fund" and, collectively, the "First Reserve Funds").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Agreement and Plan of Merger (the
"Merger Agreement") dated April 20, 1999 entered into by and among, INTER
ALIA, Superior, Cardinal Holding Corp. ("Cardinal") and the First Reserve
Funds, each First Reserve Fund received upon consummation of the Merger
contemplated by the Merger Agreement, shares of Superior Common Stock in
exchange for the shares of common stock of Cardinal it holds; and
WHEREAS, the parties hereto desire to set forth certain additional
agreements among them relating to the Registrable Securities owned by the
First Reserve Funds.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:
1. DEFINED TERMS. The following capitalized terms when used in this
Agreement shall have the following meanings:
"Cardinal Holders" means the holders of registerable securities in
accordance with the terms of the Cardinal Registration Rights Agreement.
"Cardinal Registration Rights Agreement" means that certain
Registration Rights Agreement, dated as of the date hereof, by and among
Superior and all of Cardinal's stockholders other than the First Reserve
Funds.
"Common Stock" means the common stock, $.001 par value per share, of
Superior.
"Demand Registration" means a demand registration as defined in
Section 2(a) hereof.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Holders" means the holders of the Registrable Securities in
accordance with the terms of this Agreement.
"Person" means an individual, corporation, partnership, limited
liability company, business trust, joint stock company, unincorporated
association, or other entity of whatever nature.
"Piggyback Registration" means a piggyback registration as defined in
Section 2(b) hereof.
"Prospectus" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the
Securities Act), as amended or supplemented by any prospectus supplement,
with respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement and all other amendments
and supplements to the prospectus, including post-effective amendments, and
all material incorporated by reference or deemed to be incorporated by
reference in such prospectus.
"Registrable Securities" means (a) all shares of Common Stock issued
to the First Reserve Funds pursuant to the Merger Agreement and (b) any
other securities issued by Superior after the date hereof with respect to
such shares of Common Stock by means of exchange, reclassification,
dividend, distribution, split up, combination, subdivision,
recapitalization, merger, spin-off, reorganization or otherwise; provided,
however, that as to any Registrable Securities, such securities shall cease
to constitute Registrable Securities for the purposes of this Agreement if
and when: (i) a Registration Statement with respect to the sale of such
securities shall have been declared effective by the SEC and such
securities shall have been sold pursuant thereto; (ii) such securities
shall have been sold in compliance with of all applicable resale provisions
of Rule 144 under the Securities Act; or (iii) such securities cease to be
issued and outstanding for any reason.
"Registration Statement" means any registration statement filed by
Superior that covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus included therein,
amendments and supplements to such registration statement, including post-
effective amendments, all exhibits, and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.
"SEC" means the Securities and Exchange Commission, or any successor
agency thereto.
"Securities Act" means the Securities Act of 1933, as amended.
2. REGISTRATION RIGHTS
(a) Demand Registration. (i) At any time after July 15, 2000,
the First Reserve Funds may at any time and from time to time make a
written request for registration under the Securities Act of not less than
20% of the Registrable Securities owned by them (a "Demand Registration");
provided that Superior shall not be obligated to effect more than one
Demand Registration in any 12-month period or more than an aggregate of
four Demand Registrations pursuant to this Section 2(a). Such request will
specify the number of shares of Registrable Securities proposed to be sold
and will also specify the intended method of disposition thereof. A
registration will not count as a Demand Registration until the Registration
Statement filed pursuant to such registration has been declared effective
by the SEC and remains effective for the period specified in Section
2(e)(i).
(ii) If the First Reserve Funds so elect, the offering of
such Registrable Securities pursuant to such Demand Registration shall be
in the form of an underwritten offering. The First Reserve Funds shall
select the managing underwriters and any additional investment bankers and
managers to be used in connection with the offering; provided that the lead
managing underwriter must be reasonably satisfactory to Superior.
(iii) Neither Superior nor any of its security holders
(other than the holders of Registrable Securities in such capacity) shall
be entitled to include any of Superior's securities in a Registration
Statement initiated as a Demand Registration under this Section 2(a)
without the consent of The First Reserve Funds.
(b) Piggyback Registration. If Superior proposes to file a
registration statement under the Securities Act with respect to an offering
of Common Stock (i) for Superior's own account (other than a registration
statement on Form S-4 or S-8 (or any substitute form that may be adopted by
the SEC for transactions traditionally registered on Form S-4 or S-8)) or
(ii) for the account of any of its holders of Common Stock (other than
pursuant to a Demand Registration under Section 2(a)), except for the Shelf
Registration (as that term is defined in the Cardinal Registration Rights
Agreement, then Superior shall give written notice of such proposed filing
to the First Reserve Funds as soon as practicable (but in no event later
than the earlier to occur of (i) the tenth day following receipt by
Superior of notice of exercise of other Demand Registration rights and (ii)
30 days before the filing date), and such notice shall offer the First
Reserve Funds the opportunity to register such number of shares of
Registrable Securities as the First Reserve Funds may request within 20
days after receipt by the First Reserve Funds of Superior's notice on the
same terms and conditions as Superior's or such holder's Common Stock (a
"Piggyback Registration"). The First Reserve Funds will be permitted to
withdraw all or any part of their Registrable Securities from a Piggyback
Registration at any time prior to the date the Registration Statement filed
pursuant to such Piggyback Registration becomes effective with the SEC.
(c) Reduction of Offering. Notwithstanding anything contained
herein, if the Piggyback Registration is an underwritten offering and the
lead managing underwriter of such offering delivers a written opinion to
Superior that the size of the offering that Superior, the First Reserve
Funds, the Cardinal Holders and any other Persons whose securities are
proposed to be included in such offering is such that the offering or the
offering price would be materially and adversely affected, Superior will
include in such Piggyback Registration in the following order of priority
(i) first, all of the Registrable Securities requested by the First Reserve
Funds and the Cardinal Holders, on a pro rata basis based on the amount of
securities sought to be registered, and (ii) second, the securities
proposed to be registered by any other Persons; provided, that in no event
shall the number of securities included in a Piggyback Registration for
Persons pursuant to Section (c)(ii) be reduced below the lesser of (i) the
number of securities such persons would be entitled to include in such
Piggyback Registration if, in the event of a reduction of the size of the
offering pursuant to this Section 2(c), they were entitled, notwithstanding
the terms of this Section 2(c), to include their securities in such
Piggyback Registration on a pro rata basis with the First Reserve Funds and
the Cardinal Holders based on the amount of securities sought to be
registered and (ii) 20% of the total amount of securities included in such
offering for Persons other than Superior and the Persons, if any, demanding
such registration.
(d) Filings; Information. Whenever the First Reserve Funds
request that any Registrable Securities be registered pursuant to Section
2(a) hereof, Superior will use its reasonable best efforts to effect the
registration of such Registrable Securities and to permit the sale of such
Registrable Securities in accordance with the intended method of
disposition thereof, as promptly as is practicable, and in connection with
any such request:
(i) Superior will as expeditiously as possible, but in no
event later than 30 days after receipt of a request to file a
registration statement with respect to such Registrable
Securities, prepare and file with the SEC a Registration
Statement on any form for which Superior then qualifies and which
counsel for Superior shall deem appropriate and available for the
sale of the Registrable Securities to be registered thereunder in
accordance with the intended method of distribution thereof and
which is reasonably satisfactory to the First Reserve Funds, and
use its reasonable best efforts to cause such Registration
Statement to become and remain effective for a period of not less
than 90 days (or such shorter period which will terminate when
all Registrable Securities covered by such Registration Statement
have been sold); provided that if at the time Superior receives a
request to file a registration statement with respect to
Registrable Securities, Superior is engaged in confidential
negotiations or other confidential business activities,
disclosure of which would be required in such registration
statement (but would not be required if such registration
statement were not filed) and the board of directors of Superior
determines in good faith that such disclosure would be materially
detrimental to Superior and its stockholders, Superior shall have
a period of not more than 120 days (less the number of days
during the previous 12 months that the use of a Prospectus was
suspended pursuant to Section 2(d)(vi) and/or this Section
2(d)(i)) within which to file such registration statement
measured from the date of Superior's receipt of the First Reserve
Funds's request for registration in accordance with Section 2(a)
hereof. The filing of a registration statement may only be
deferred once for any potential transaction or event or related
transactions or events that could arise as a result of
negotiations or other activities and any registration statement
whose filing has been deferred as a result shall be filed
forthwith if the negotiations or other activities are disclosed
or terminated. In order to defer the filing of a registration
statement pursuant to this Section 2(d)(i), Superior shall
promptly, upon determining to seek such deferral, deliver to the
First Reserve Funds a certificate signed by the President or
Chief Financial Officer of Superior stating that Superior is
deferring such filing pursuant to this Section 2(d)(i).
(ii) Superior will prepare and file with the SEC such
amendments and supplements to such Registration Statement and the
Prospectus used in connection therewith as may be necessary to
keep such Registration Statement effective for the period set
forth in Section 2(d)(i) and comply with the provisions of the
Securities Act with respect to the disposition of all securities
covered by such Registration Statement during such period in
accordance with the intended methods of disposition by the
sellers thereof set forth in such Registration Statement.
(iii) Superior will, if requested, prior to filing a
Registration Statement or any amendment or supplement thereto,
furnish to the First Reserve Funds and each applicable managing
underwriter, if any, copies thereof, and thereafter furnish to
the First Reserve Funds and each such underwriter, if any, such
number of copies of such Registration Statement, amendment and
supplement thereto (in each case including all exhibits thereto
and documents incorporated by reference therein) and the
Prospectus included in such Registration Statement (including
each preliminary Prospectus) as the First Reserve Funds or each
such underwriter may reasonably request in order to facilitate
the sale of the Registrable Securities.
(iv) After the filing of the Registration Statement,
Superior will promptly notify the First Reserve Funds of any stop
order issued or, to Superior's knowledge, threatened to be issued
by the SEC and take all reasonable actions required to prevent
the entry of such stop order or to remove it as soon as possible
if entered.
(v) Superior will use its reasonable best efforts to qualify
the Registrable Securities for offer and sale under such other
securities or blue sky laws of such jurisdictions in the United
States as the First Reserve Funds reasonably request; provided
that Superior will not be required to (A) qualify generally to do
business in any jurisdiction where it would not otherwise be
required to qualify but for this subparagraph 2(d)(v), (B)
subject itself to taxation in any such jurisdiction or (C)
consent to general service of process in any such jurisdiction.
(vi) Superior will as promptly as is practicable notify the
First Reserve Funds, at any time when a Prospectus is required by
law to be delivered in connection with sales by an underwriter or
dealer, of the occurrence of any event requiring the preparation
of a supplement or amendment to such Prospectus so that, as
thereafter delivered to the purchasers of such Registrable
Securities, such Prospectus will not contain an untrue statement
of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading and promptly make available to the First Reserve Funds
and to the underwriters any such supplement or amendment. The
First Reserve Funds agree that, upon receipt of any notice from
Superior of the occurrence of any event of the kind described in
the preceding sentence, the First Reserve Funds will forthwith
discontinue the offer and sale of Registrable Securities pursuant
to the Registration Statement covering such Registrable
Securities until receipt by the First Reserve Funds and the
underwriters of the copies of such supplemented or amended
Prospectus and, if so directed by Superior, the First Reserve
Funds will deliver to Superior all copies, other than permanent
file copies, then in the First Reserve Funds' possession of the
most recent Prospectus covering such Registrable Securities at
the time of receipt of such notice. In the event Superior shall
give such notice, Superior shall extend the period during which
such Registration Statement shall be maintained effective as
provided in Section 2(e)(i) by the number of days during the
period from and including the date of the giving of such notice
to the date when Superior shall make available to the First
Reserve Funds such supplemented or amended Prospectus.
(vii) Superior will enter into customary agreements
(including an underwriting agreement in customary form) and take
such other actions as are reasonably required in order to
expedite or facilitate the sale of such Registrable Securities.
(viii) Superior will furnish to the First Reserve Funds and
to each underwriter a signed counterpart, addressed to the First
Reserve Funds or such underwriter, of an opinion or opinions of
counsel to Superior and a comfort letter or comfort letters from
Superior's independent public accountants, each in customary form
and covering such matters of the type customarily covered by
opinions or comfort letters, as the case may be, as the First
Reserve Funds or the managing underwriter reasonably requests.
(ix) Superior will make generally available to its security
holders, as soon as reasonably practicable, an earnings statement
covering a period of 12 months, beginning within three months
after the effective date of the Registration Statement, which
earnings statement shall satisfy the provisions of Section 11(a)
of the Securities Act and the rules and regulations of the SEC
thereunder.
(x) Superior will use its reasonable best efforts to cause
all such Registrable Securities to be listed on each securities
exchange or market on which the Common Stock is then listed.
Superior may require the First Reserve Funds to furnish promptly
in writing to Superior such information regarding the First Reserve Funds,
the plan of distribution of the Registrable Securities and other
information as Superior may from time to time reasonably request or as may
be legally required in connection with such registration.
(e) Registration Expenses. In connection with any Demand
Registration or any Piggyback Registration, Superior shall pay the
following expenses incurred in connection with such registration: (i)
filing fees with the SEC; (ii) fees and expenses of compliance with
securities or blue sky laws (including reasonable fees and disbursements of
counsel in connection with blue sky qualifications of the Registrable
Securities); (iii) printing expenses; (iv) fees and expenses incurred in
connection with the listing of the Registrable Securities; (v) fees and
expenses of counsel and independent certified public accountants for
Superior and (vi) the reasonable fees and expenses of any additional
experts retained by Superior in connection with such registration. In
connection with the preparation and filing of a Registration Statement
pursuant to Section 2(a), Superior will also pay the reasonable fees and
expenses of a single legal counsel chosen by the First Reserve Funds. The
First Reserve Funds shall pay any underwriting fees, discounts or
commissions attributable to the sale of Registrable Securities and any
other expenses of the First Reserve Funds.
(f) Participation in Underwritten Registrations. No Person may
participate in any underwritten registered offering contemplated hereunder
unless such Person (a) agrees to sell its securities on the basis provided
in any underwriting arrangements approved by the Persons entitled hereunder
to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents reasonably required under the terms of such
underwriting arrangements and this Agreement.
(g) Holdback Agreements. The First Reserve Funds agree not to
effect any public sale (including a sale pursuant to Rule 144 of the
Securities Act) of any Registrable Securities, or any securities
convertible into or exchangeable or exercisable for such securities, during
the 14 days prior to, and during the 120-day period beginning on, the
effective date of any underwritten Demand Registration or any underwritten
Piggyback Registration in which the First Reserve Funds participate, other
than the Registrable Securities to be sold pursuant to such registration
statement.
3. INDEMNIFICATION
(a) Indemnification by Superior. Superior agrees to indemnify
and hold harmless the First Reserve Funds, its general partner and their
officers and directors, and each Person, if any, who controls the First
Reserve Funds within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act from and against any and all losses,
claims, damages, liabilities and expenses arising out or based upon any
untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement or prospectus relating to the Registrable
Securities or any preliminary Prospectus, or arising out of or based upon
any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities and
expenses are caused by any untrue statement or omission or alleged untrue
statement or omission based upon information relating to the First Reserve
Funds or the plan of distribution furnished in writing to Superior by or on
behalf of the First Reserve Funds expressly for use therein; provided that
the foregoing indemnity with respect to any preliminary Prospectus shall
not inure to the benefit of the First Reserve Funds if a copy of the most
current Prospectus at the time of the delivery of the Registrable
Securities was not provided to the purchaser, Superior had previously
furnished the First Reserve Funds with a sufficient number of copies of the
current Prospectus and such current Prospectus would have cured the defect
giving rise to such loss, claim, damage or liability. Superior also agrees
to indemnify any underwriters of the Registrable Securities, their officers
and directors and each Person who controls such underwriters on
substantially the same basis as that of the indemnification of the First
Reserve Funds provided in this Section 3(a).
(b) Indemnification by The First Reserve Funds. The First
Reserve Funds agree to indemnify and hold harmless Superior, its officers
and directors, and each Person, if any, who controls Superior within the
meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from Superior to
the First Reserve Funds, but only with reference to information relating to
the First Reserve Funds or the plan of distribution furnished in writing by
or on behalf of the First Reserve Funds expressly for use in any
Registration Statement or Prospectus, or any amendment or supplement
thereto, or any preliminary Prospectus. The First Reserve Funds also agree
to indemnify and hold harmless any underwriters of the Registrable
Securities, their officers and directors and each person who controls such
underwriters on substantially the same basis as that of the indemnification
of Superior provided in this Section 3(b).
(c) Conduct of Indemnification Proceedings. In case any
proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant
to Section 3(a) or Section 3(b), such Person (the "Indemnified Party")
shall promptly notify the Person against whom such indemnity may be sought
(the "Indemnifying Party") in writing and the Indemnifying Party shall have
the right to assume the defense of such proceeding and retain counsel
reasonably satisfactory to such Indemnified Party to represent such
Indemnified Party and any others the Indemnifying Party may designate in
such proceeding and shall pay the fees and disbursements of such counsel
related to such proceeding. In any such proceeding, any Indemnified Party
shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party unless
(i) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to any
such proceeding (including any impleaded parties) include both the
Indemnified Party and the Indemnifying Party and representation of both
parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
Indemnifying Party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses
of more than one separate firm of attorneys (in addition to any local
counsel) at any time for all such Indemnified Parties, and that all such
fees and expenses shall be reimbursed as they are incurred. In the case of
any such separate firm for the Indemnified Parties, such firm shall be
designated in writing by the Indemnified Parties. The Indemnifying Party
shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent, or if there be a
final judgment for the plaintiff, the Indemnifying Party shall indemnify
and hold harmless such Indemnified Parties from and against any loss or
liability (to the extent stated above) by reason of such settlement or
judgment.
(d) Contribution. If the indemnification provided for in this
Agreement is unavailable to an Indemnified Party in respect of any losses,
claims, damages, liabilities or expenses referred to herein, then each such
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a
result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of Superior and,
the First Reserve Funds and the underwriters in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities. The relative fault of Superior and, the First Reserve Funds
and the underwriters shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by such party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
Superior and the First Reserve Funds agree that it would not be
just and equitable if contribution pursuant to this Section 3(d) were
determined by pro rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an
Indemnified Party as a result of the losses, claims, damages or liabilities
referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such Indemnified Party in connection with
investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.
4. RULE 144. Superior covenants that it will file any reports
required to be filed by it under the Securities Act and the Exchange Act
and that it will take such further action as the First Reserve Funds may
reasonably request to the extent required from time to time to enable the
First Reserve Funds to sell Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided
by Rule 144 under the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the SEC.
Upon the request of the First Reserve Funds, Superior will deliver to the
First Reserve Funds a written statement as to whether it has complied with
such reporting requirements.
5. MISCELLANEOUS.
(a) NOTICES. Any notice or other communication required or
permitted hereunder shall be in writing or by telex, telephone or facsimile
transmission with subsequent written confirmation, and may be personally
served or sent by United States mail and shall be deemed to have been given
upon receipt by the party notified. For purposes hereof, the addresses of
the parties hereto (until notice of a change thereof is delivered as
provided in this Section 5) shall be as set forth opposite each party's
name on the signature page hereof.
(b) TERMINATION. This Agreement will terminate upon the earlier
of (i) the date upon which the Company and the First Reserve Funds mutually
agree in writing to terminate this Agreement and (ii) the first date on
which there ceases to be any Registrable Securities.
(c) TRANSFER OF REGISTRATION RIGHTS. The rights of Holders
hereunder may be assigned by Holders to a transferee or assignee of any
Registrable Securities provided that Superior is given written notice at
the time of or within a reasonable time after said transfer, stating the
name and address of such transferee or assignee and identifying the
securities with respect to which such registration rights are being
assigned; and provided further that the registration rights granted by
Superior in Section 2 may only be transferred to, and the definition of
"Holders" shall only include, transferees who meet either of the following
criteria: such transferee is (i) a holder of 100,000 or more shares of
the Registrable Securities before giving effect to the transfer, (ii) any
partner of the First Reserve Funds, or (iii) a bank, trust company or other
financial institution, any pension plan, any investment company, any
insurance company, any broker or dealer, or any other similar financial
institution or entity, regardless of legal form. To the extent the rights
under Section 2(a) of this Agreement are assigned to multiple Holders, all
rights hereunder that may be exercised by the First Reserve Funds may only
be exercised by one or more Holders holding 50% or more of the Registrable
Securities in the aggregate.
(d) WAIVERS AND AMENDMENTS; NONCONTRACTUAL REMEDIES;
PRESERVATION OF REMEDIES. This Agreement may be amended, superseded,
canceled, renewed or extended, and the terms hereof may be waived, only by
a written instrument signed by Superior and the Holders of a majority of
the Registrable Securities or, in the case of a waiver, by the party
waiving compliance. No delay on the part of any party in exercising a
right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any waiver on the part of any party of any such right, power or
privilege, nor any single or partial exercise of any such right, power or
privilege, preclude a further exercise thereof or the exercise of any other
such right, power or privilege. The rights and remedies herein provided are
cumulative and are not exclusive of any rights or remedies that any party
may otherwise have at law or in equity. The rights and remedies of any
party based upon, arising out of or otherwise in respect of any breach of
any provision of this Agreement shall in no way be limited by the fact that
the act, omission, occurrence or other state of facts upon which any claim
of any such breach is based may also be the subject matter of any other
provision of this Agreement (or of any other Agreement between the parties)
as to which there is no breach.
(e) SEVERABILITY. If any provision of this Agreement or the
applicability of any such provision to a person or circumstances shall be
determined by any court of competent jurisdiction to be invalid or
unenforceable to any extent, the remainder of this Agreement or the
application of such provision to Persons or circumstances other than those
for which it is so determined to be invalid and unenforceable, shall not be
affected thereby, and each provision of this Agreement shall be valid and
shall be enforced to the fullest extent permitted by law. To the extent
permitted by applicable law each party hereto hereby waives any provision
or provisions of law which would otherwise render any provision of this
Agreement invalid, illegal or unenforceable in any respect.
(f) COUNTERPARTS. This Agreement may be executed by the parties
hereto in separate counterparts and when so executed shall constitute one
Agreement, notwithstanding that all parties are not signatories to the same
counterpart.
(g) GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware applicable
to agreements made and to be performed entirely within such state.
(h) SUCCESSORS AND ASSIGNS. Subject to Section 5(c), this
Agreement shall be binding upon and inure to the benefit of and be
enforceable by the successors and assigns of the parties hereto.
(i) OTHER REGISTRATION RIGHTS AGREEMENTS. Without the prior
written consent of the First Reserve Funds, Superior will neither enter
into any new registration rights agreements that conflict with the terms of
this Agreement nor permit the exercise of any other registration rights in
a manner that conflicts with the terms of the registration rights granted
hereunder.
IN WITNESS WHEREOF, this Agreement has been executed as of the date
first above written.
Address: SUPERIOR ENERGY SERVICES, INC.
0000 Xxxxxx Xxxx
Xxxxxx, Xxxxxxxxx 00000 By: /S/ XXXXXXX X. XXXX
Attn: Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx
Fax: 000-000-0000 President
Address: FIRST RESERVE FUND VII, LIMITED
000 Xxxxxx, Xxxxx 0000 XXXXXXXXXXX
Xxxxxxx, Xxxxx 00000
Attn: Xxx X. Xxxxx By: First Reserve GP VII, L.P., its
Fax: 000-000-0000 General Partner
Attn: Xxx X. Xxxxx
By: First Reserve Corporation, its
General Partner
By: /S/ XXX X. XXXXX
Xxx X. Xxxxx
President
FIRST RESERVE FUND VIII, LIMITED
PARTNERSHIP
By: First Reserve GP VIII, L.P., its
General Partner
By: First Reserve Corporation, its
General Partner
By: /S/ XXX X. XXXXX
Xxx X. Xxxxx
President
