AGREEMENT AND RELEASE
This Agreement and Release (the "Release"), dated ____________, 1999,
is by the undersigned Stockholder of Cardinal Holding Corp., a Delaware
corporation ("Cardinal").
RECITALS
WHEREAS, Cardinal, Superior Energy Services, Inc. a Delaware
corporation ("Superior") and Superior Cardinal Acquisition Company, Inc., a
Delaware corporation, among others, have entered into an Agreement and Plan
of Merger dated as of April 20, 1999, as amended by Amendment No. 1 thereto
dated as of June 30, 1999 (as amended, the "Merger Agreement"); and
WHEREAS, it is a condition to the consummation of the transactions
contemplated by the Merger Agreement, that the undersigned Stockholder
provide the agreements, representations, waivers and releases provided
herein;
NOW THEREFORE, in consideration of the benefits to be derived by
Cardinal and its stockholders pursuant to the transactions contemplated by
the Merger Agreement, the undersigned Stockholder hereby agrees with
Superior and Cardinal and the other stockholders of Cardinal as follows:
1. DEFINITIONS. (a) "Cardinal Capital Stock" shall mean the
Cardinal Common Stock, the Cardinal Preferred Stock, the Management Common
Shares and the Management Preferred Shares.
(b) All capitalized terms used herein but not defined herein
shall have the meaning ascribed to such terms in the Merger Agreement.
2. INVESTMENT REPRESENTATIONS.
(a) The Stockholder will acquire SESI Common Stock in the Merger
for investment for his or its own account and not with a view to, or for
sale or other disposition in connection with, any distribution of all or
any part thereof except (i) in an offering covered by a registration
statement filed with the Securities and Exchange Commission under the
Securities Act covering SESI Common Stock acquired by the Stockholder or
(ii) pursuant to an applicable exemption under the Securities Act. In
receiving SESI Common Stock, such Stockholder is not offering or selling,
and will not offer and sell, for SESI in connection with any distribution
of such SESI Common Stock, except in compliance with Applicable Law, and
such Stockholder does not have any contract, undertaking, agreement or
arrangement with any person for the distribution of SESI Common Stock and
will not participate in any undertaking or in any underwriting of such an
undertaking except in compliance with Applicable Law.
(b) The Stockholder is an "accredited investor" as that term is
defined in Rule 501 of Regulation D under the Securities Act.
(c) The Stockholder has received from SESI and has reviewed with
his or its representatives a copy of each of the SESI Commission Filings
that the Stockholder has requested. The Stockholder has also been afforded
access to information about SESI and SESI's financial position, results of
operations, business, property and management sufficient to enable him or
it to evaluate an investment in SESI Common Stock, and has had the
opportunity to ask questions of and has received satisfactory answers from
SESI concerning the foregoing matters.
(d) The Stockholder understands that shares of SESI Common Stock
acquired pursuant hereto have not been registered under the Securities Act
on the basis that the sale provided for in the Merger Agreement and the
issuance of SESI's Common Stock upon consummation of the Merger is exempt
from registration under the Securities Act, and that SESI's reliance on
such exemption is based, in part, upon such Stockholder's representations
set forth herein.
3. SESI CAPITAL CONTRIBUTION. To the extent that such Stockholder
is listed as a "Contributing Stockholder" in Section 6.19 of the Disclosure
Schedule, such Stockholder acknowledges, and agrees to be bound by the
obligations of the Contributing Stockholders set forth in, Section 6.19 of
the Merger Agreement. Such Contributing Stockholder acknowledges and
agrees that the allocation of the Capital Contribution among each of the
Contributing Stockholders as set forth in Section 6.19 of the Disclosure
Schedule is the sole responsibility of the Contributing Stockholders, and
that SESI shall have no obligation or other responsibility with respect to
such allocation. The obligation of such Contributing Stockholder to pay
its allocated percentage of the Capital Contribution, if any, when due, is
a several, and not joint, obligation and in no event shall any Contributing
Stockholder be liable for any other Contributing Stockholder's allocated
percentage of any Capital Contribution required to be paid.
4. RELEASE OF CARDINAL. Such Stockholder hereby releases and
discharges Cardinal, its Subsidiaries, and its officers and directors, from
any obligations (including indemnification obligations) arising under
charter documents, any contract (other than the Merger Agreement), the
Delaware General Corporation Law, or the Louisiana Business Corporation
Law, in each case, to the extent relating to actions or omissions of
Cardinal, its Subsidiaries, or any acts or omissions of the directors,
stockholders or officers (former or present) including those committed
while serving in their capacity as stockholders, directors, officers,
employees or similar capacities of Cardinal or its Subsidiaries prior to
the Closing. Each Stockholder further hereby waives any preemptive rights
that he or it may have, or ever had, with respect to any of the capital
stock of Cardinal or any of its Subsidiaries, or any other claim the
Stockholder may have relating to the dilution of its interest in Cardinal
or any other claim to receive any additional securities of Cardinal, and
waives any right that he or it may have under the constituent documents of
Cardinal, or its Subsidiaries, or otherwise to acquire any shares of
capital stock of Cardinal being exchanged pursuant to, or as contemplated
by, the Merger Agreement or any transfer that occurred prior to the date
hereof, including the $50,000,000 of Class A Cardinal Common Stock to be
issued as part of the Equity Contribution as contemplated by the Merger
Agreement, the offering price for which issuance was determined on the
basis of the average of the closing price per share of the SESI Common
Stock for the ten (10) days preceding April 20, 1999 ($3.34 per share), and
the Stockholder consents and approves of such issuance in all respects,
subject to the right of the Stockholder to acquire a portion of the
securities to be offered in connection with the Equity Contribution to the
extent that such Stockholder has heretofore exercised its preemptive rights
provided for in the Cardinal Stockholders Agreement in connection with such
issuance.
5. ACCEPTANCE OF MERGER SHARES. The Stockholder hereby acknowledges
that the portion of the Merger Shares to be received by such Stockholder,
and cash in lieu of any fractional share to which such Stockholder would be
entitled pursuant to the Merger, represents full payment by SESI for the
Cardinal Capital Stock owned by such Stockholder (including any such
portion to be delivered into escrow pursuant to the instructions of the
Stockholder). The Stockholder waives all rights of appraisal with respect
to the Cardinal Capital Stock under charter documents, any contract, the
Delaware General Corporation Law, or the Louisiana Business Corporation
Law.
6. TERMINATION OF REGISTRATION RIGHTS AND STOCKHOLDER AGREEMENT. By
execution of this Release, the Stockholder hereby agrees that (a) all
registration rights, if any, that such Stockholder has with respect to any
of the Cardinal Capital Stock are hereby terminated, and (b) the
Stockholders Agreement by and among Cardinal and its stockholders dated
February 26, 1998, as amended, is hereby terminated and of no other force
or effect, except as expressly provided to the contrary in Section 6.1(c)
of such Stockholders Agreement. Notwithstanding anything to the contrary,
the foregoing termination of the Stockholder's registration rights and the
Cardinal Stockholders Agreement shall be null and void and have no force
and effect if the Merger is not consummated prior to October 15, 1999.
7. REPRESENTATIONS AND WARRANTIES. The Stockholder hereby
represents and warrants to and agrees with SESI as follows:
(a) OWNERSHIP. Exhibit 1 attached hereto sets forth (i) the
number of shares of Cardinal Capital Stock which the Stockholder is the
record and beneficial owner as of the date hereof and (ii) the number of
shares of Cardinal Capital Stock which will be issued to the Stockholder
after the date hereof and prior to the Closing and which the Stockholder
will be the record and beneficial owner of as of the Closing. At the
Closing the Stockholder will have, good and valid title to all such shares
and the absolute right to deliver such shares in accordance with the terms
hereof, free and clear of all Liens, except for restrictions on transfer
under federal and state securities laws, and any Liens that may be created
by SESI.
(b) AUTHORITY. The Stockholder has full legal right, power and
authority to execute, deliver and perform this Agreement and to consummate
the transactions contemplated hereby and by the Merger Agreement. This
Agreement and each other agreement, instrument or document executed or to
be executed by such Stockholder in connection with the transactions
contemplated by the Merger Agreement, has been duly executed and delivered
by such Stockholder and constitutes, a valid and legally binding obligation
of such Stockholder, enforceable against such Stockholder in accordance
with their respective terms, except that such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting creditors' rights generally and equitable principles
which may limit the availability of certain equitable remedies in certain
instances.
(c) NONCONTRAVENTION. The execution, delivery and performance
by the Stockholder of this Agreement and the consummation by the
Stockholder of the transactions contemplated hereby and by the Merger
Agreement do not (i) result in the creation or imposition of any Lien upon
the Cardinal Capital Stock held by such Stockholder or (ii) violate any
Applicable Law binding upon such Stockholder.
The undersigned Stockholder has executed this Agreement as of the date
first set forth above.
___________________________
