WEDGE Services LLC
Exhibit 2.1
WEDGE Services LLC
February 29, 2008
Xx. Xxxxxxx Xxxxx Xxxxx
Chief Executive Officer
Pioneer Drilling Company
0000 X.X. Xxxx 000, Xxxxx 0000
Xxx Xxxxxxx, Xxxxx 00000
Chief Executive Officer
Pioneer Drilling Company
0000 X.X. Xxxx 000, Xxxxx 0000
Xxx Xxxxxxx, Xxxxx 00000
Dear Xxxxx,
In accordance with Section 12.9 of that certain Securities Purchase Agreement, dated as of
January 31, 2008 (the “Purchase Agreement”), by and among Pioneer Drilling Company (“Pioneer”),
WEDGE Group Incorporated, WEDGE Energy Holdings, L.L.C., WEDGE Oil & Gas Services, L.L.C., Xxxxxxx
Xxxxx, Xxxx Xxxxxxxxx and Xxxxxxx Xxxxxxx (the “Sellers”), the parties hereto hereby amend the
Purchase Agreement as follows:
1. | The first sentence of Section 3.7(a) of the Purchase Agreement is deleted in its entirety and the following is substituted in lieu thereof: |
The entire authorized capital stock of WEDGE Wireline
consists solely of 10,000 shares of common stock, par value
$1.00 per share, of which 1,000 shares are issued and
outstanding.
2. | Schedule I to the Purchase Agreement is deleted in its entirety and Schedule I to this letter agreement is substituted in lieu thereto. |
By signing this letter agreement, each party hereby (i) approves the amendments to the
Purchase Agreement set forth above and (ii) agrees that such amendments shall be deemed to have
been a part of the Purchase Agreement as of its original date of execution.
This letter agreement shall be governed by, and construed in accordance with, the laws of the
State of Texas. The capitalized terms not defined herein shall have the meanings set forth in the
Purchase Agreement. This letter contains the entire agreement between Pioneer and the Sellers with
respect to the amendments described herein and supersedes all previous written or oral
negotiations, commitments and understandings with respect thereto. To the extent there is any
conflict between this letter agreement and the Purchase Agreement, the terms and provisions of this
letter agreement shall control. This letter agreement may be executed in counterparts, each of
which shall be deemed an original, but any of which together shall constitute one and the same
instrument.
[Signature Page Follows]
Very truly yours, WEDGE Services LLC, as Seller Representative |
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By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | President | |||
ACKNOWLEDGED AND AGREED TO
THIS 29th DAY OF FEBRUARY, 2008
THIS 29th DAY OF FEBRUARY, 2008
Pioneer Drilling Company, a Texas corporation
By:
|
/s/ Xxxxx X. Xxxxxxx | |||
Name:
|
Xxxxx X. Xxxxxxx | |||
Title:
|
EVP, CFO, Secretary |