0000906280-02-000055 Sample Contracts

SUPERIOR ENERGY SERVICES, INC. (a Delaware corporation) Underwriting Agreement March 6, 2002 3,650,000 Shares of Common Stock (par value $0.001 per share)
Underwriting Agreement • March 8th, 2002 • Superior Energy Services Inc • Oil & gas field services, nec • New York

Superior Energy Services, Inc., a Delaware corporation (the "Company"), confirms its agreement with Johnson Rice & Company, L.L.C. (the "Underwriter"), with respect to the issue and sale by the Company and the purchase by the Underwriter of 3,650,000 shares of common stock, par value $0.001 per share (the "Common Stock"), of the Company (the "Firm Shares"). In addition, the Company grants to the Underwriter an option to purchase up to an additional 547,500 shares of the Common Stock on the terms and for the purposes set forth in Section 2 (the "Option Shares"). The Firm Shares to be purchased by the Underwriter, together with the Option Shares, if purchased, are hereinafter collectively called the "Securities." The Company understands that the Underwriter proposes to make a public offering of the Securities as soon as the Underwriter deems advisable after this Agreement has been executed and delivered.

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THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 8th, 2002 • Superior Energy Services Inc • Oil & gas field services, nec

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Third Amendment") dated as of November 16, 2001, is among SESI, L.L.C., as Borrower, SUPERIOR ENERGY SERVICES INC., as Parent, BANK ONE, NA (successor by merger to Bank One, Louisiana, National Association), as Agent, WELLS FARGO BANK TEXAS, N.A., as Syndication Agent, WHITNEY NATIONAL BANK, as Documentation Agent (collectively, the "Agents"), and the lenders party hereto, who agree as follows:

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