EXHIBIT 1.1 SUPERIOR WELL SERVICES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 3rd, 2005 • Superior Well Services, INC • Oil & gas field services, nec • Ohio
EXHIBIT 10.8 FIFTH AMENDED AND RESTATED PROMISSORY NOTESuperior Well Services, INC • July 15th, 2005 • Oil & gas field services, nec
EXHIBIT 10.9 INDEMNIFICATION AGREEMENT THIS AGREEMENT is effective as of August 3, 2005 between Superior Well Services, Inc., a Delaware corporation (the "CORPORATION"), and the undersigned director or officer of the Corporation ("INDEMNITEE")....Indemnification Agreement • August 3rd, 2005 • Superior Well Services, INC • Oil & gas field services, nec • Delaware
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SUPERIOR PARTNERSContribution Agreement • May 6th, 2005 • Superior Well Services, INC • Pennsylvania
EXHIBIT 10.1Registration Rights Agreement • August 3rd, 2005 • Superior Well Services, INC • Oil & gas field services, nec • Pennsylvania
EXHIBIT 10.6 EMPLOYMENT AGREEMENT CHIEF FINANCIAL OFFICER THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between Superior Well Services, Inc., a Delaware corporation ("Company"), and Tom Stoelk ("Executive"). WITNESSETH: WHEREAS, Executive is...Employment Agreement • June 24th, 2005 • Superior Well Services, INC • Oil & gas field services, nec • Pennsylvania
WITNESSETH:Employment Agreement • August 3rd, 2005 • Superior Well Services, INC • Oil & gas field services, nec • Pennsylvania
EXHIBIT 10.9 CREDIT AGREEMENT DATED JUNE 3, 2004 BY AND BETWEEN BRADFORD RESOURCES, LTD.Credit Agreement • July 15th, 2005 • Superior Well Services, INC • Oil & gas field services, nec • Pennsylvania
WITNESSETH:Employment Agreement • August 3rd, 2005 • Superior Well Services, INC • Oil & gas field services, nec • Pennsylvania
EXHIBIT 10.7 INDEMNIFICATION AGREEMENT THIS AGREEMENT is effective as of August 3, 2005 between Superior Well Services, Inc., a Delaware corporation (the "CORPORATION"), and the undersigned director or officer of the Corporation ("INDEMNITEE")....Indemnification Agreement • August 3rd, 2005 • Superior Well Services, INC • Oil & gas field services, nec • Delaware
BACKGROUNDCredit Agreement • July 15th, 2005 • Superior Well Services, INC • Oil & gas field services, nec • Pennsylvania
WITNESSETH:Guaranty and Suretyship Agreement • July 15th, 2005 • Superior Well Services, INC • Oil & gas field services, nec
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 8th, 2007 • Superior Well Services, INC • Oil & gas field services, nec • Delaware
THIS AGREEMENT is effective between Superior Well Services, Inc., a Delaware corporation (the “Corporation”), and the undersigned director or officer of the Corporation (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG NABORS INDUSTRIES LTD., DIAMOND ACQUISITION CORP., AND SUPERIOR WELL SERVICES, INC. DATED AS OF AUGUST 6, 2010Agreement and Plan of Merger • August 9th, 2010 • Superior Well Services, INC • Oil & gas field services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 6, 2010 (this “Agreement”), is made and entered into by and among NABORS INDUSTRIES LTD., a Bermuda exempt company (“Parent”), DIAMOND ACQUISITION CORP., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and SUPERIOR WELL SERVICES, INC., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are referred to individually as a “Party” and collectively as the “Parties”.
SUPERIOR WELL SERVICES, INC. 4,600,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2006 • Superior Well Services, INC • Oil & gas field services, nec • Ohio
KeyBanc Capital Markets, a division of McDonald Investments Inc. As Representative of the several Underwriters c/o McDonald Investments Inc. McDonald Investment Center 800 Superior Avenue Cleveland, Ohio 44114
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Executive Vice President and Chief Operating OfficerEmployment Agreement • September 18th, 2008 • Superior Well Services, INC • Oil & gas field services, nec • Pennsylvania
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Superior Well Services, Inc., a Delaware corporation (“Company”), and Rhys R. Reese (“Executive”).
RESTRICTED STOCK AGREEMENT (For Executives with Employment Agreements)Restricted Stock Agreement • December 22nd, 2005 • Superior Well Services, INC • Oil & gas field services, nec • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the ___day of (the “Date of Grant”), between SUPERIOR WELL SERVICES, INC., a Delaware corporation (the “Company”), and (“Employee”).
Confidentiality Agreement May 20, 2010Confidentiality Agreement • August 24th, 2010 • Superior Well Services, INC • Oil & gas field services, nec • Delaware
This Confidentiality Agreement (this “Agreement”) is entered into as of this 20th day of May, 2010, between Superior Well Services, Inc., a Delaware corporation (“SWSI”), and Nabors Industries, Inc., a Delaware corporation (“NII”). Each of SWSI and NII are sometimes referred to herein individually as a “party” and collectively as the “parties”. Further, NII is sometimes referred to herein as the “disclosing party” and SWSI is sometimes referred to herein as the “receiving party”. All references herein to a “party”, “disclosing party” or “receiving party” shall include such party’s subsidiaries, divisions and controlled and controlling affiliates, unless the context otherwise requires.
EXHIBIT 10.16 GUARANTY AND SURETYSHIP AGREEMENT (MELLON BANK LOGO) With Power to Confess Judgement 1. To induce Mellon Bank, N.A. ("Bank") to transact business and to make credit accommodations with SUPERIOR WELL SERVICES, LTD. ("Debtor"),...Guaranty and Suretyship Agreement • July 15th, 2005 • Superior Well Services, INC • Oil & gas field services, nec
250,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among SUPERIOR WELL SERVICES, INC. and THE LENDERS PARTY HERETO and CITIZENS BANK OF PENNSYLVANIA, As Administrative Agent and RBS Securities Corporation d/b/a/ RBS Greenwich Capital, As...Credit Agreement • October 3rd, 2008 • Superior Well Services, INC • Oil & gas field services, nec
THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of September 30, 2008 and is made by and among SUPERIOR WELL SERVICES, INC., a Delaware corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), LENDERS (as hereinafter defined), KEYBANK NATIONAL ASSOCIATION and ROYAL BANK OF CANADA, each it its capacity as Co-Documentation Agent and CITIZENS BANK OF PENNSYLVANIA, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).
Superior Well Services, Inc., as Issuer and Any Subsidiary Guarantors parties hereto, as Subsidiary Guarantors to [Trustee’s Name], as Trustee SUBORDINATED INDENTURE Dated as of , 200_Superior Well Services, INC • August 7th, 2008 • Oil & gas field services, nec • New York
THIS INDENTURE, dated as of , 200___, is among Superior Well Services, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 1380 Rt. 286 East, Suite #121, Indiana, Pennsylvania 15701, any Subsidiary Guarantors (defined herein) parties hereto from time to time and [Trustee’s Name], a banking corporation duly organized and existing under the laws of the State of [ ], as Trustee (herein called the “Trustee”).
SUPERIOR WELL SERVICES, INC. 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 29th, 2009 • Superior Well Services, INC • Oil & gas field services, nec • New York
Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Underwriters One Bryant Park New York, New York 10036
WITNESSETH:Guaranty and Suretyship Agreement • July 15th, 2005 • Superior Well Services, INC • Oil & gas field services, nec
Superior Well Services, Inc.. 1380 RT 286 East Suite #121 Indiana, PA 15701 Telephone 724-465-8904Superior Well Services, INC • May 11th, 2009 • Oil & gas field services, nec
This letter is to memorialize our agreement that you have volunteered to reduce your annualized base salary by 10%, to $208,800. This agreement will constitute an amendment to your Employment Agreement which was executed by you on May 14, 2007 (the “Employment Agreement”). You explicitly acknowledge and agree that the reduction in your base salary has been completely voluntary and will not be considered a “Change in Terms of Service,” as defined in the Employment Agreement.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 20th, 2010 • Superior Well Services, INC • Oil & gas field services, nec • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated as of July 16, 2010, is made by and among SUPERIOR WELL SERVICES, INC., a Delaware corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), LENDERS (as hereinafter defined), KEYBANK NATIONAL ASSOCIATION and ROYAL BANK OF CANADA, each in its capacity as Co-Documentation Agent and CITIZENS BANK OF PENNSYLVANIA, in its capacity as Administrative Agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).
Superior Well Services, Inc.. 1380 RT 286 East Suite #121 Indiana, PA 15701 Telephone 724-465-8904Superior Well Services, INC • May 11th, 2009 • Oil & gas field services, nec
This letter is to memorialize our agreement that you have volunteered to reduce your annualized base salary by 15%, to $433,500. This agreement will constitute an amendment to your Employment Agreement which was executed by you on September 15, 2008 (the “Employment Agreement”). You explicitly acknowledge and agree that the reduction in your base salary has been completely voluntary and will not be considered a “Change in Terms of Service,” as defined in the Employment Agreement.
Superior Well Services, Inc.. 1380 RT 286 East Suite #121 Indiana, PA 15701 Telephone 724-465-8904Superior Well Services, INC • May 11th, 2009 • Oil & gas field services, nec
This letter is to memorialize our agreement that you have volunteered to reduce your annualized base salary by 15%, to $272,000. This agreement will constitute an amendment to your Employment Agreement which was executed by you on September 15, 2008 (the “Employment Agreement”). You explicitly acknowledge and agree that the reduction in your base salary has been completely voluntary and will not be considered a “Change in Terms of Service,” as defined in the Employment Agreement.
STANDBY TERM LOAN NOTETerm Loan Note • August 21st, 2006 • Superior Well Services, INC • Oil & gas field services, nec
This Note is the “Standby Term Loan Note” referred to in, and evidences certain indebtedness incurred under, the Credit Agreement to which reference is made for a statement of the terms and provisions thereof, including those under which such indebtedness may be declared to be immediately due and payable. This Note is secured by and entitled to the benefits of, inter alia, the Credit Agreement and the Collateral Documents.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2008 • Superior Well Services, INC • Oil & gas field services, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated November 18, 2008 (the “Effective Date”), among (a) Superior Well Services, Inc., a Delaware corporation (the “Company”), (b) the Designated Holders named on the signature pages hereto and (c) Diamondback Holdings, LLC (“Diamondback”), solely in its capacity as the “Holder Representative” appointed pursuant to Section 9.16 hereof. Unless otherwise provided in this Agreement, capitalized terms used herein have the respective meanings given to them in Section 1.1 hereof.
SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Supply Agreement • August 9th, 2010 • Superior Well Services, INC • Oil & gas field services, nec
This Amendment No. 1 (this “Amendment”) is entered into effective this 1st day of January, 2010, to that certain Amended and Restated Sand Purchase Agreement (the “Agreement”) entered into effective as of November 25, 2008, by and between SUPERIOR WELL SERVICES, INC., a Delaware corporation, as “Buyer”, and PREFERRED ROCKS USS, INC., a Delaware corporation, as “Seller”.
Superior Well Services, Inc.. 1380 RT 286 East Suite #121 Indiana, PA 15701 Telephone 724-465-8904Superior Well Services, INC • May 11th, 2009 • Oil & gas field services, nec
This letter is to memorialize our agreement that you have volunteered to reduce your annualized base salary by 10%, to $270,000. This agreement will constitute an amendment to your Employment Agreement which was executed by you on September 15, 2008 (the “Employment Agreement”). You explicitly acknowledge and agree that the reduction in your base salary has been completely voluntary and will not be considered a “Change in Terms of Service,” as defined in the Employment Agreement.
Superior Well Services, Inc.. 1380 RT 286 East Suite #121 Indiana, PA 15701 Telephone 724-465-8904Superior Well Services, INC • May 11th, 2009 • Oil & gas field services, nec
This letter is to memorialize our agreement that you have volunteered to reduce your annualized base salary by 10%, to $216,000. This agreement will constitute an amendment to your Employment Agreement which was executed by you on September 15, 2008 (the “Employment Agreement”). You explicitly acknowledge and agree that the reduction in your base salary has been completely voluntary and will not be considered a “Change in Terms of Service,” as defined in the Employment Agreement.
CREDIT AGREEMENT DATED OCTOBER 18, 2005 BY AND AMONG SUPERIOR WELL SERVICES, INC., SUPERIOR WELL SERVICES, LTD., BRADFORD RESOURCES, LTD. AND CITIZENS BANK OF PENNSYLVANIACredit Agreement • October 24th, 2005 • Superior Well Services, INC • Oil & gas field services, nec • Pennsylvania
THIS CREDIT AGREEMENT (this “Agreement”), is made effective as of the 18th day of October, 2005, is by and among SUPERIOR WELL SERVICES, INC., a Delaware corporation (“SWS”), SUPERIOR WELL SERVICES, LTD., a Pennsylvania limited partnership (“Superior”), BRADFORD RESOURCES, LTD., a Pennsylvania limited partnership (“Bradford”) (SWS, Superior and Bradford are each individually a “Borrower” and collectively the “Borrowers”), and CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank (the “Lender”).
AGREEMENTAgreement • March 11th, 2008 • Superior Well Services, INC • Oil & gas field services, nec • Pennsylvania
THIS AGREEMENT, dated October 2, 2007, by and between U. S. SILICA COMPANY, a Delaware corporation (hereinafter referred to as “Seller”), and SUPERIOR WELL SERVICES, INC., a Delaware corporation (hereinafter referred to as “Buyer”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 24th, 2009 • Superior Well Services, INC • Oil & gas field services, nec • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated as of September 23, 2009, is made by and among SUPERIOR WELL SERVICES, INC., a Delaware corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), LENDERS (as hereinafter defined), KEYBANK NATIONAL ASSOCIATION and ROYAL BANK OF CANADA, each in its capacity as Co-Documentation Agent and CITIZENS BANK OF PENNSYLVANIA, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).
