1 EXHIBIT 10.5 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE THEREWITH. THIS SECURITY IS SUBJECT TO...Note Purchase Agreement • April 28th, 1997 • Uti Energy Corp • Oil & gas field services, nec • Texas
UNDERWRITING AGREEMENTUnderwriting Agreement • January 11th, 2001 • Uti Energy Corp • Oil & gas field services, nec • New York
1 EXHIBIT 10.1 ASSET PURCHASE AGREEMENT THIS AGREEMENT MADE THE 24TH DAY OF MARCH, 2000,Asset Purchase Agreement • August 2nd, 2000 • Uti Energy Corp • Oil & gas field services, nec • Alberta
FIRST AMENDMENT TORights Agreement • February 23rd, 2001 • Uti Energy Corp • Oil & gas field services, nec
UTI ENERGY CORP. 1,000,000 Shares Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 20th, 2000 • Uti Energy Corp • Oil & gas field services, nec • New York
Page 1 2 Amendment, all of the Loan Documents to continue to secure the payment by the Companies of the Obligations (as defined in the Agreement) all as more fully set forth therein and herein;Loan and Security Agreement • October 24th, 2000 • Uti Energy Corp • Oil & gas field services, nec • New York
1 EXHIBIT 10.8 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT IN FAVOR OF THE HOLDERS OF REGISTRABLE SECURITIES 2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into as of April 11, 1997 by and...Registration Rights Agreement • April 28th, 1997 • Uti Energy Corp • Oil & gas field services, nec • Texas
1 EXHIBIT 10.9 UTI ENERGY CORP. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement"), is made and entered into effective as of the 19th day of December, 1995, by and between UTI Energy Corp., a Delaware corporation (the "Company"),...Stock Option Agreement • February 11th, 1997 • Uti Energy Corp • Oil & gas field services, nec • Texas
BACKGROUNDLoan and Security Agreement • April 28th, 1997 • Uti Energy Corp • Oil & gas field services, nec • Pennsylvania
WITNESSETH:Stock Option Agreement • July 28th, 2000 • Uti Energy Corp • Oil & gas field services, nec • Texas
1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made and entered into this 9th day of April, 1998, by and between UTI Energy Corp., a Delaware corporation (the "Company"), and Leroy Peterson, an individual whose...Employment Agreement • April 23rd, 1998 • Uti Energy Corp • Oil & gas field services, nec • Texas
BACKGROUNDSubordination Agreement • August 14th, 1998 • Uti Energy Corp • Oil & gas field services, nec • Pennsylvania
2 4 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR...Warrant Agreement • April 28th, 1997 • Uti Energy Corp • Oil & gas field services, nec
1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement"), dated as of December 19, 1995, and effective upon the date described in paragraph 12 hereof, between UTI Energy Corp. ("Employer"), and Vaughn E. Drum ("Employee"). W I...Employment Agreement • February 11th, 1997 • Uti Energy Corp • Oil & gas field services, nec • Pennsylvania
1 EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGERMerger Agreement • February 23rd, 2001 • Uti Energy Corp • Oil & gas field services, nec • Texas
BACKGROUNDLoan and Security Agreement • November 15th, 1999 • Uti Energy Corp • Oil & gas field services, nec • Pennsylvania
June 30, 1999Loan Agreement • July 26th, 1999 • Uti Energy Corp • Oil & gas field services, nec
ANDRights Agreement • March 4th, 1999 • Uti Energy Corp • Oil & gas field services, nec • New York
AMONG:Asset Purchase Agreement • August 2nd, 2000 • Uti Energy Corp • Oil & gas field services, nec • Alberta
1 EXHIBIT 10.2 ASSET PURCHASE AGREEMENT THIS AGREEMENT MADE THE 24TH DAY OF MARCH, 2000,Asset Purchase Agreement • August 2nd, 2000 • Uti Energy Corp • Oil & gas field services, nec • Alberta
ARTICLE III REPRESENTATIONS AND WARRANTIESMerger Agreement • May 17th, 1999 • Uti Energy Corp • Oil & gas field services, nec • Texas
BACKGROUNDLoan and Security Agreement • February 11th, 1997 • Uti Energy Corp • Oil & gas field services, nec • Pennsylvania
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 11th, 1997 • Uti Energy Corp • Oil & gas field services, nec
WITNESSETH:Asset Purchase Agreement • April 28th, 1997 • Uti Energy Corp • Oil & gas field services, nec
Dated: January 23, 1997 $4,000,000.00 FOR VALUE RECEIVED AND INTENDING TO BE LEGALLY BOUND, the undersigned (collectively, the "BORROWERS") hereby promise to pay to the order of MELLON BANK, N.A. ("BANK"), the principal sum of Four Million Dollars...Loan Agreement • February 11th, 1997 • Uti Energy Corp • Oil & gas field services, nec • Pennsylvania
3- 4 SECTION 4. TRANSFER OF REGISTRATION RIGHTS. The rights granted to Remy Capital under this Agreement may not be assigned or transferred by Remy Capital to any other person.Registration Rights Agreement • September 29th, 1997 • Uti Energy Corp • Oil & gas field services, nec • Texas
EXHIBIT 10.33 ================================================================= =============== ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 31st, 1997 • Uti Energy Corp • Oil & gas field services, nec • Texas
RECITALSLoan & Security Agreement • July 28th, 2000 • Uti Energy Corp • Oil & gas field services, nec • New York
BY AND AMONGLoan and Security Agreement • March 27th, 2000 • Uti Energy Corp • Oil & gas field services, nec • New York
FIRST AMENDMENT TO TERMINATION AGREEMENT AND RELEASE This First Amendment, dated August 23, 1996 (this "Amendment"), amends that certain Termination Agreement and Release (the "Termination Agreement and Release"), dated effective September 29, 1995,...Termination Agreement and Release • October 2nd, 1996 • Uti Energy Corp • Oil & gas field services, nec
BACKGROUNDContribution Agreement • August 14th, 1998 • Uti Energy Corp • Oil & gas field services, nec
UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 1997 • Uti Energy Corp • Oil & gas field services, nec • New York
EXHIBIT 10.1 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 1998 • Uti Energy Corp • Oil & gas field services, nec • Pennsylvania
2- 3 and has the requisite capacity to enter into this Agreement and consummate the transactions contemplated hereunder and perform his or her obligations hereunder. This Agreement has been duly executed and delivered by each Shareholder and...Limited Liability Company Purchase Agreement • August 14th, 1998 • Uti Energy Corp • Oil & gas field services, nec • Texas
UTI ENERGY CORP. 485 Devon Park Drive, Suite 112 Wayne, Pennsylvania 19087 May 15 1997Warrant Agreement • September 29th, 1997 • Uti Energy Corp • Oil & gas field services, nec
