Contract

EXHIBIT 10.2

Xxxxxxx X. Xxxxxxx

General Counsel

Superior Energy Services, Inc.

New NAM, Inc.

0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000

Xxxxxxx, Xxxxx 00000

May 20, 2020

Forbes Energy Services Ltd.
0000 Xxxxx Xxxxxxxx Xxxxxxx 000
Xxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxx; L. Xxxxxx Xxxxxx

Ladies and Gentlemen:

Reference is made to the Agreement and Plan of Merger, dated as of December 18, 2019, by and among Superior Energy Services, Inc., a Delaware corporation (“Xxxxxx”), New NAM, Inc., a Delaware corporation (“NAM”), Forbes Energy Services Ltd., a Delaware corporation (“Xxxxxx”), Xxxxx Energy, Inc. (formerly known as Xxxxxx Newco, Inc.), a Delaware corporation (“Arita”), Xxxxxx Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Arita, and Xxxxxx Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Arita (as amended, the “Merger Agreement”). Capitalized terms used in this letter and defined in the Merger Agreement but not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement.

Xxxxxx has requested our consent, as required under Section 7.01(q) of the Merger Agreement, to seek a loan under the Paycheck Protection Program established by the Small Business Administration in an amount of up to $10 million (the “Xxxxxx SBA Loan”). In exchange for receiving the consent of each of Xxxxxx and NAM to seek and obtain the Xxxxxx SBA Loan, Xxxxxx is willing to waive any and all rights that it may have to receive a termination fee under Section 9.05 of the Merger Agreement if the Merger Agreement is terminated, and Xxxxxx and NAM are willing to waive any and all rights that either may have to receive a termination fee under Section 9.05 of the Merger Agreement if the Merger Agreement is terminated (collectively, the “Fee Waiver”).

By the parties’ signatures to this letter, each of Xxxxxx and NAM hereby consents to Xxxxxx seeking and obtaining the Xxxxxx SBA Loan, and each of Xxxxxx, XXX and Xxxxxx hereby agrees to the Fee Waiver and further agrees not to pursue any other claim against any party or any of their respective affiliates in connection with any termination of the Merger Agreement in accordance with its terms. Notwithstanding the foregoing, the parties hereto agree that in the event of a termination of the Merger Agreement, Xxxxxx shall pay Xxxxxx, within the later of five (5) business days following such termination and the date the Final Amounts (as defined below) are finally determined, an amount equal to all amounts that are finally determined, after discussion between Xxxxxx and any party submitting an invoice, to be due and payable by Xxxxxx pursuant to the Financing Letters as a result of the termination of the Merger Agreement (such amounts the “Final Amounts”).

We look forward to continuing to work together to complete the transaction, and except as explicitly set forth herein, nothing in this letter shall be deemed to limit or waive any other rights or remedies of any of the parties under the Merger Agreement, at law or otherwise.

	Sincerely,
	Superior Energy Services, Inc.
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	EVP & GC

	New NAM, Inc.
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	GC

AGREED AND ACCEPTED:

Forbes Energy Services LTD
By:	/s/ Xxxx Xxxxx
Name:	Xxxx Xxxxx
Title:	CEO

cc: Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. xx Xxxx

Xxxxxx & Xxxxxxx LLP
000 Xxxx Xx.
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxxxxx; Xxxx Xxxxx