EXHIBIT 99.1
TERMINATION AND RELEASE AGREEMENT
This Termination and Release Agreement (this "Agreement"), dated as of
the 6th day of January 1999, is by and among Xxxxxx Drilling Company, a
Delaware corporation ("Xxxxxx"), Saints Acquisition Company, a Delaware
corporation and a wholly owned subsidiary of Xxxxxx ("Sub"), and Superior
Energy Services, Inc., a Delaware corporation ("Superior").
W I T N E S S E T H:
WHEREAS, Xxxxxx, Sub and Superior are parties to that certain
Agreement and Plan of Merger dated as of October 28, 1998 and amended on
November 25, 1998 (as amended, the "Merger Agreement") providing for, among
other things, the merger of Sub with and into Superior (the "Merger"); and
WHEREAS, Xxxxxx, Sub and Superior mutually desire to terminate the
Merger Agreement and to abandon the Merger.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereunder and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. TERMINATION OF THE MERGER AGREEMENT.
(a) Pursuant to Section 7.1(a) of the Merger Agreement, the
Merger Agreement is hereby terminated and declared void, the Merger is
hereby abandoned, and notwithstanding anything to the contrary contained in
the Merger Agreement (including Section 7.2 thereof), all rights and
obligations of the parties thereunder shall cease.
(b) Except for that certain Confidentiality Agreement between
Superior and Xxxxxx dated October 22, 1998, all agreements and
understandings of any type, whether executed or unexecuted, among any of
Xxxxxx, Sub, Superior and each of their respective affiliates related to
the Merger Agreement and/or the Merger are hereby terminated and shall be
of no further force or effect.
2. CONSIDERATION. For and in consideration of the termination of
the Merger Agreement and the Merger, contemporaneously with the execution
hereof Superior shall pay to Xxxxxx $2,125,000, by wire transfer of
immediately available funds to an account designated by Xxxxxx, to
reimburse Xxxxxx for costs and expenses incurred by Xxxxxx and Sub in
connection with or relating to this Agreement, the Merger Agreement or the
transactions contemplated hereby and thereby, including, without
limitation, the fees and disbursements of counsel, financial advisors and
accountants. The parties acknowledge and agree that, except for the
payment made pursuant to this Section 2, no party shall be obligated or
responsible for any costs or expenses paid or incurred by any other party
hereto.
3. RELEASE OF XXXXXX AND SUB. Except for the obligations arising
under this Agreement, Superior hereby irrevocably and unconditionally
releases, acquits and forever discharges Xxxxxx and Sub, and each of
Xxxxxx'x and Sub's owners, stockholders, predecessors, successors, assigns,
agents, directors, officers, employees, representatives, attorneys,
subsidiaries, affiliates and all persons acting by, through, under or in
concert with any of them or all of them, from any and all actions or causes
of action in law or in equity, charges, claims, complaints, costs, demands,
damages, liabilities, liens, obligations, promises, agreements,
controversies, suits, rights, losses, debts, interest and expenses
(including attorney's fees and costs actually incurred) of any nature
whatsoever, known or unknown, suspected or unsuspected, fixed or
contingent, in any way arising out of or connected with the Merger, Merger
Agreement or any agreements or understandings related thereto.
4. RELEASE OF SUPERIOR. Except for the obligations arising under
this Agreement, Xxxxxx and Sub hereby irrevocably and unconditionally
release, acquit and forever discharge Superior and each of Superior's
owners, stockholders, predecessors, successors, assigns, agents, directors,
officers, employees, representatives, attorneys, subsidiaries, affiliates
and all persons acting by, through under or in concert with any of them or
all of them, from any and all actions or causes of action in law or in
equity, charges, claims, complaints, costs, demands, damages, liabilities,
liens, obligations, promises, agreements, controversies, suits, rights,
losses, debts, interest, and expenses (including attorneys' fees and costs
actually incurred) of any nature whatsoever, known or unknown, suspected or
unsuspected, fixed or contingent, in any way arising out of or connected
with the Merger, Merger Agreement or any agreements or understandings
related thereto.
5. FURTHER ASSURANCES. The parties hereto agree that they will
cooperate with each other and will execute and deliver or cause to be
delivered, all such other instruments, documents and/or certificates, and
will take all such other actions, as a party may reasonably request from
time to time to effectuate the provisions and purposes hereof. In the
event of any third-party claims relating to the termination of the Merger
or the matters covered herein, the parties hereto agree to cooperate with
each other in the defense thereof.
6. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the substantive laws of the State of Delaware without
giving effect to the principals of conflicts of law thereof.
7. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of Xxxxxx, Sub and Superior, and each of their respective
successors and assigns and references in this Agreement to any of them
shall be construed accordingly.
8. SEVERABILITY. In the event that any part of this Agreement is
declared by any court or other judicial or administrative body to be
declared null, void, or unenforceable, such provision shall survive to the
extent it is not so declared, and all other provisions of this Agreement
shall remain in full force and effect.
9. PUBLICITY. The parties hereto agree that Xxxxxx and Superior
will issue press releases with respect to the matters covered herein and
shall not make any public statements regarding the other party without the
consent of such other party, other than as required by law.
10. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be an original, but all of which together shall
constitute one and the same agreement.
11. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral,
among the parties with respect thereto, including, without limitation, the
Merger Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
XXXXXX DRILLING COMPANY
By: /S/XXXXX X. XXXXX
Xxxxx X. Xxxxx
Senior Vice President and
Chief Financial Officer
SAINTS ACQUISITION COMPANY
By: /S/XXXXX X. XXXXX
Xxxxx X. Xxxxx
Vice President
SUPERIOR ENERGY SERVICES, INC.
By: /S/XXXXXX X. XXXXXX
Xxxxxx X. Xxxxxx
Chief Financial Officer
