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Exhibit 1.2
CONTRIBUTION AGREEMENT
BY AND AMONG
SUPERIOR WELL SERVICES, INC.,
THE GENERAL PARTNER AND THE
LIMITED PARTNERS OF
SUPERIOR WELL SERVICES, LTD.
AND
THE GENERAL PARTNER AND THE
LIMITED PARTNERS OF
BRADFORD RESOURCES, LTD.
DATED AS OF MAY 3, 2005
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
ARTICLE II
CONTRIBUTION TRANSACTIONS
Section 2.1 Contribution of General Partner Interests to New
GP............4
Section 2.2 Contribution of Partnership Interests to
SWSI..................5
Section 2.3 Issuance of New
Certificates...................................6
Section 2.4 Certificate
Legends............................................6
Section 2.5 Fractional
Shares..............................................6
Section 2.6 Certain
Adjustments............................................6
ARTICLE III
CLOSING
Section 3.1 Time and
Place.................................................6
Section 3.2 Deliveries at
Closing..........................................6
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SUPERIOR PARTNERS
Section 4.1 Organization and Qualification of Superior
Ltd.................7
Section 4.2 Capitalization of Superior
Ltd.................................7
Section 4.3 Authority, Authorization and
Enforceability....................7
Section 4.4 No
Violation...................................................8
Section 4.5 Title to
Assets................................................8
Section 4.6
Litigation.....................................................9
Section 4.7
Bankruptcy.....................................................9
Section 4.8 Brokerage Fees and
Commissions.................................9
Section 4.9 No
Distribution................................................9
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE BRADFORD PARTNERS
Section 5.1 Organization and Qualification of Bradford
Ltd.................9
Section 5.2 Capitalization of Bradford
Ltd................................10
Section 5.3 Authority, Authorization and
Enforceability...................10
Section 5.4 No
Violation..................................................11
Section 5.5 Title to
Assets...............................................11
Section 5.6
Litigation....................................................11
Section 5.7
Bankruptcy....................................................11
Section 5.8 Brokerage Fees and
Commissions................................11
Section 5.9 No
Distribution...............................................12
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ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF SWSI
Section 6.1 Organization of
SWSI..........................................12
Section 6.2
Capitalization................................................12
Section 6.3 Authority, Authorization and
Enforceability...................12
Section 6.4 No
Violation..................................................13
Section 6.5
Litigation....................................................13
ARTICLE VII
REPRESENTATIONS AND WARRANTIES CONCERNING NEW GP
Section 7.1 Organization of New
GP........................................13
Section 7.2 Capitalization of New
GP......................................13
ARTICLE VIII
COVENANTS
Section 8.1 Ordinary Course of
Business...................................14
Section 8.2 Restricted Activities and
Transactions........................14
Section 8.3 HSR and Other Regulatory
Matters..............................15
Section 8.4 Commercially Reasonable
Efforts...............................16
Section 8.5 New SWSI Charter and
Bylaws...................................16
Section 8.6 Officers and
Directors........................................16
Section 8.7 Access to
Information.........................................16
Section 8.8 Section 351
Reporting.........................................16
Section 8.9 SWSI Registration
Statement...................................17
Section 8.10 Blue
Sky.....................................................17
Section 8.11 Notification of Certain
Matters..............................17
Section 8.12 Further
Assurances...........................................17
ARTICLE IX
CONDITIONS
Section 9.1 Conditions to Obligations of Each
Party.......................17
ARTICLE X
TERMINATION
Section 10.1
Termination..................................................19
Section 10.2 Effect of
Termination........................................19
Section 10.3 Fees and
Expenses............................................20
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ARTICLE XI
MISCELLANEOUS
Section 11.1 Waiver and
Amendment.........................................20
Section 11.2 Nonsurvival of Representations and
Warranties................20
Section 11.3
Assignment...................................................20
Section 11.4
Notices......................................................20
Section 11.5 Governing
Law................................................21
Section 11.6
Severability.................................................22
Section 11.7
Counterparts.................................................22
Section 11.8
Headings.....................................................22
Section 11.9 Enforcement of the
Agreement.................................22
Section 11.10 Entire Agreement; Third Party
Beneficiaries.................22
Section 11.11 Certain
Assignments.........................................22
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CONTRIBUTION AGREEMENT
This Contribution Agreement, dated as of May 3, 2005 (this
"Contribution
Agreement"), is by and among Superior Well Services, Inc., a
Delaware
corporation ("SWSI"), Buffalo Valley Real Estate Company, a
Pennsylvania
corporation ("Superior GP"), Thomas C. Snyder, an individual and
resident of
Armstrong County, Pennsylvania ("Thomas Snyder"), David E.
Snyder, an individual
and resident of Armstrong County, Pennsylvania ("David Snyder"),
Mark A. Snyder,
an individual and resident of Armstrong County, Pennsylvania
("Mark Snyder"),
the C.H. Snyder, Jr. Grantor Retained Annuity Trust Dated
November 1, 2004, a
Pennsylvania trust ("Snyder Trust"), Dennis C. Snyder, an
individual and
resident of Armstrong County, Pennsylvania ("Dennis Snyder"),
Richard G. Snyder,
an individual and resident of Armstrong County, Pennsylvania
("Richard Snyder"),
David E. Wallace, an individual and resident of Indiana County,
Pennsylvania
("Wallace"), Rhys R. Reese, an individual and resident of
Allegheny County,
Pennsylvania ("Reese"), Jake Linaberger, an individual and
resident of Trumbull
County, Ohio ("Linaberger") (Thomas Snyder, David Snyder, Mark
Snyder, Snyder
Trust, Dennis Snyder Richard Snyder, Wallace, Reese and
Linaberger being
referred to herein collectively as the "Superior Limited
Partners" and together
with Superior GP, the "Superior Partners"), Eastern Material
Corp., a
Pennsylvania corporation ("Bradford GP"), Allegheny Mineral
Corp., a
Pennsylvania corporation ("Allegheny"), Armstrong Cement &
Supply Corp., a
Pennsylvania corporation ("Armstrong") and Glacial Sand &
Gravel Co., a
Pennsylvania corporation ("Glacial") (Allegheny, Armstrong and
Glacial being
referred to herein collectively as the "Bradford Limited
Partners" and together
with Bradford GP, the "Bradford Partners").
W I T N E S S E T H:
WHEREAS, the Superior Partners currently own all of the
outstanding
partnership interests of Superior Well Services, Ltd., a
Pennsylvania limited
partnership ("Superior Ltd.") and the Bradford Partners
currently own all of
the outstanding partnership interests of Bradford Resources,
Ltd., a
Pennsylvania limited partnership ("Bradford Ltd.");
WHEREAS, Superior GP and Bradford GP own all of the outstanding
limited
liability company interests in Superior GP, L.L.C., a Delaware
limited liability
company ("New GP");
WHEREAS, Mark Snyder currently owns 666 shares of SWSI Common
Stock and
Wallace currently owns 334 shares of SWSI Common Stock;
WHEREAS, the Superior Partners and the Bradford Partners wish to
effect
a business combination whereby each of Superior Ltd. and
Bradford Ltd. become
indirect wholly owned subsidiaries of SWSI; and
WHEREAS, pursuant to such business combination (i) Superior GP
will
contribute its general partner interest in Superior Ltd. to New
GP; (ii) the
Superior Limited Partners will contribute their limited partner
interests in
Superior Ltd. and Superior GP will contribute its limited
liability company
interest in New GP to SWSI in exchange for shares of common
stock of SWSI; (iii)
Bradford GP will contribute its general partner interest in
Bradford Ltd. to New
GP; and (iv) the Bradford Limited Partners will contribute their
limited partner
interests in
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Bradford Ltd. and Bradford GP will contribute its limited
liability company
interests in New GP to SWSI in exchange for shares of common
stock of SWSI.
NOW, THEREFORE, in consideration of the mutual covenants,
representations,
warranties and agreements herein contained, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS
The terms set forth below in this Article I shall have the
meanings
ascribed to them below or in the part of this Contribution
Agreement referred to
below:
"Affiliate" shall have the meaning ascribed to such term in Rule
12b-2 of
the general rules and regulations under the Securities Exchange
Act of 1934, as
in effect on the date of this Contribution Agreement.
"Board" means the board of directors of SWSI.
"Bradford GP" has the meaning set forth in the introductory
paragraph
hereto.
"Bradford Limited Partners" has the meaning set forth in the
introductory
paragraph hereto.
"Bradford Ltd." has the meaning set forth in the introductory
paragraph
hereto.
"Bradford Partners" has the meaning set forth in the
introductory
paragraph hereto.
"Bradford Partnership Agreement" means the agreement of
limited
partnership of Bradford Ltd., dated as of May 1, 1997, as
amended.
"Business Day" means any day other than a Saturday, a Sunday or
any other
day when banks are not open for business generally in the
Commonwealth of
Pennsylvania.
"Closing" has the meaning set forth in Section 3.1.
"Closing Date" has the meaning set forth in Section 3.1.
"Code" means the Internal Revenue Code of 1986, as amended.
"Contribution Agreement" has the meaning set forth in the
introductory
paragraph hereto.
"Commission" means the U.S. Securities and Exchange
Commission.
"Delaware LLC Act" means the Limited Liability Company Act of
the State of
Delaware, as amended.
"DGCL" means the General Corporation Law of the State of
Delaware, as
amended.
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"Effective Time" means immediately prior to the closing under
the
Underwriting Agreement.
"Governmental Authorities" means the federal, state, county,
city and
political subdivisions in which any property of SWSI, Superior
Ltd. or Bradford
Ltd., respectively, is located or which exercises jurisdiction
over any such
property or entity, and any agency, department, commission,
board, bureau or
instrumentality of any of them which exercises jurisdiction over
any such
property or entity.
"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act
of 1976,
as amended.
"Lien" means a lien, mortgage, deed of trust, pledge,
hypothecation,
assignment, deposit arrangement, easement, preference, priority,
assessment,
security interest, lease, sublease, charge, claim, adverse
claim, levy, interest
of other Persons or other encumbrance of any kind.
"New GP" has the meaning set forth in the recitals hereto.
"New GP LLC Agreement" means the limited liability company
agreement of
New GP, dated as of March 2, 2005.
"New SWSI Bylaws" means the Amended and Restated Bylaws of SWSI
in such
form as shall be approved by the Board prior to the Closing.
"New SWSI Charter" means the Amended and Restated Certificate
of
Incorporation of SWSI in such form as shall be approved by the
Board prior to
the Closing.
"Pennsylvania LP Act" means the Pennsylvania Revised Uniform
Limited
Partnership Act, as amended.
"Permitted Liens" means Liens (including mechanics', workers',
repairers',
materialmens', warehousemens', landlord's and other similar
Liens) arising in
the ordinary course of business as would not individually or in
the aggregate
materially adversely affect the value of, or materially
adversely interfere with
the use of, the property subject to them.
"Person" means an individual, corporation, partnership (limited
or
general), limited liability company, trust, joint stock company,
Governmental
Authority, unincorporated association or other legal entity.
"Pricing Committee" means the committee designated or appointed
by the
Board for the purpose of approving the pricing and terms of the
initial public
offering of the SWSI Common Stock, or, if no such committee is
appointed, the
Board.
"Registration Rights Agreement" means the registration rights
agreement
providing for the registration under the Securities Act of the
shares of SWSI
Common Stock to be received by the Superior Partners and the
Bradford Partners
pursuant to this Agreement in such form as shall be approved by
the Board prior
to the Closing.
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"Securities Act" means the Securities Act of 1933, as
amended.
"Superior GP" has the meaning set forth in the introductory
paragraph
hereto.
"Superior Limited Partners" has the meaning set forth in the
introductory
paragraph hereto.
"Superior Ltd." has the meaning set forth in the introductory
paragraph
hereto.
"Superior Partners" has the meaning set forth in the
introductory
paragraph hereto.
"Superior Partnership Agreement" means the agreement of
limited
partnership of Superior Ltd., dated as of June 5, 1997, as
amended.
"SWSI Common Stock" means the common stock of SWSI, par value
$.01 per
share.
"SWSI Initial Public Offering" means the initial public offering
of the
SWSI Common Stock contemplated by the SWSI Registration
Statement.
"SWSI Material Adverse Effect" means a material adverse effect
on the
combined business, operations, prospects, properties (including
intangible
properties), assets, operating results or condition (financial
or otherwise),
liabilities or reserves of SWSI, New GP, Superior Ltd. and
Bradford Ltd., taken
as a whole; provided, however, that a general decline in the
business or
prospects of the oilfield services industry as a whole shall not
be deemed to be
an SWSI Material Adverse Effect.
"SWSI Registration Statement" means the Registration Statement
on Form S-1
relating to the SWSI Common Stock to be filed with the
Commission by SWSI in
accordance with Section 8.7, and any amendments thereto.
"Underwriting Agreement" has the meaning set forth in Section
9.1(d).
ARTICLE II
CONTRIBUTION TRANSACTIONS
SECTION 2.1 CONTRIBUTION OF GENERAL PARTNER INTERESTS TO NEW
GP.
Immediately prior to the Effective Time:
(a) Superior GP will contribute its 1.0% general partner
interest in
Superior Ltd. to New GP; and
(b) Bradford GP will contribute its 1.0% general partner
interest in
Bradford Ltd. to New GP.
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SECTION 2.2 CONTRIBUTION OF PARTNERSHIP INTERESTS TO SWSI.
Subject to
Section 2.6, immediately prior to the Effective Time:
(a) Superior GP shall contribute its 85% limited liability
company
interest in New GP to SWSI in exchange for 121,759 shares of
SWSI Common Stock
representing 0.85% of the total outstanding shares of SWSI
Common Stock to be
issued pursuant to this Section 2.2;
(b) Bradford GP shall contribute its 15% limited liability
company
interest in New GP to SWSI in exchange for 21,487 shares of SWSI
Common Stock
representing 0.15% of the total outstanding shares of SWSI
Common Stock to be
issued pursuant to this Section 2.2; and
(c) each Superior Limited Partner and Bradford Limited Partner
will
contribute its limited partner interest in Superior Ltd. or
Bradford Ltd.,
respectively, to SWSI in exchange for the number of shares of
SWSI Common Stock
set forth opposite such Person's name in the tables below:
<TABLE>
<CAPTION>
LIMITED
PARTNER SHARES OF SWSI PERCENTAGE OF
INTEREST TO COMMON STOCK TOTAL OUTSTANDING
BE TO BE RECEIVED SWSI SHARES AT
NAME OF SUPERIOR CONTRIBUTED AT EFFECTIVE EFFECTIVE TIME
LIMITED PARTNER TO SWSI TIME
<S> <C> <C> <C>
Thomas Snyder 9.66% 1,176,196 8.21%
David Snyder 9.67% 1,177,413 8.22%
Mark Snyder 9.67% 1,176,747 8.22%
Snyder Trust 10.00% 1,217,594 8.50%
Dennis Snyder 10.00% 1,217,594 8.50%
Richard Snyder 10.00% 1,217,594 8.50%
Wallace 13.33% 1,623,100 11.33%
Reese 13.33% 1,623,434 11.33%
Linaberger 13.34% 1,623,435 11.34%
</TABLE>
<TABLE>
<CAPTION>
LIMITED
PARTNER SHARES OF SWSI PERCENTAGE OF
INTEREST TO COMMON STOCK TOTAL OUTSTANDING
BE TO BE RECEIVED SWSI SHARES AT
NAME OF BRADFORD CONTRIBUTED AT EFFECTIVE EFFECTIVE TIME
LIMITED PARTNER TO SWSI TIME
<S> <C> <C> <C>
Allegheny 40.00% 859,478 6.00%
Armstrong 34.00% 730,556 5.10%
Glacial 25.00% 537,174 3.75%
</TABLE>
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SECTION 2.3 ISSUANCE OF NEW CERTIFICATES. At the Closing, SWSI
shall issue
to each Superior Partner and Bradford Partner a certificate or
certificates
representing the number of shares of SWSI Common Stock to be
issued to such
Person pursuant to Section 2.2. Each such certificate shall be
registered in the
name of the Person or Persons specified by the recipient thereof
to SWSI in
writing at least two Business Days prior to the Closing.
SECTION 2.4 CERTIFICATE LEGENDS. The certificates evidencing the
SWSI
Common Stock delivered pursuant to Section 2.3 shall bear a
legend substantially
in the form set forth below and containing such other
information as SWSI may
deem necessary or appropriate:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS, AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS OR
PURSUANT
TO AN EXEMPTION THEREFROM WHICH, IN THE OPINION OF COUNSEL FOR
THE HOLDER,
WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL
FOR THIS
CORPORATION, IS AVAILABLE.
SECTION 2.5 FRACTIONAL SHARES. No fractional shares of SWSI
Common Stock
or scrip shall be issued as a result of the transactions
contemplated by Section
2.2. Instead of any fractional share of SWSI Common Stock which
would otherwise
be issuable as a result of the such transactions, SWSI shall pay
a cash
adjustment in respect of such fractional interest in a per share
amount equal to
the initial public offering price of the SWSI Common Stock.
SECTION 2.6 CERTAIN ADJUSTMENTS. The Board may adjust the number
of shares
of SWSI Common Stock to be received by each Superior Partner and
each Bradford
Partner pursuant to Section 2.2 in order to reflect a
capitalization of SWSI
that the Board reasonably determines to be in the best interests
of SWSI and its
stockholders based on the actual pricing of the initial public
offering of the
SWSI Common Stock; provided, however, that any such adjustment
shall be made on
a pro rata basis in accordance with the relative percentages of
total
outstanding shares of SWSI Common Stock contemplated by Section
2.2.
ARTICLE III
CLOSING
SECTION 3.1 TIME AND PLACE. The closing of the transactions
contemplated
hereby (the "Closing") shall be held at the offices of Vinson
& Elkins L.L.P.,
1001 Fannin, Houston, Texas 77002 at 10:00 a.m., Houston time,
immediately
following the satisfaction or waiver of the conditions contained
in Article IX
or at such other place or time as the parties hereto may
mutually agree. The
date of the Closing is referred to herein as the "Closing
Date."
SECTION 3.2 DELIVERIES AT CLOSING. Subject to the provisions of
Article IX
hereof, at the Closing there shall be delivered the certificates
and other
documents required to be delivered pursuant to Article IX
hereof.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SUPERIOR PARTNERS
Each Superior Partner severally represents and warrants to SWSI
and the
Bradford Partners with respect to itself and Superior Ltd. that
the statements
contained in this Article IV are correct and complete as of the
date hereof.
SECTION 4.1 ORGANIZATION AND QUALIFICATION OF SUPERIOR LTD.
Superior Ltd.
is a limited partnership duly organized under the Pennsylvania
LP Act and is
validly existing and in good standing under the laws of the
State of
Pennsylvania. Superior Ltd. has all requisite limited
partnership power and
authority to own, operate or lease its properties and to carry
on its business
as now being conducted. Superior Ltd. is duly qualified to do
business as a
foreign limited partnership and is in good standing in each
jurisdiction where
the character of its properties owned, operated or leased, or
the nature of its
activities, makes such qualifications necessary, except where
the failure to be
so qualified and in good standing will not have a material
adverse effect on the
business, operations, prospects, properties, assets, operating
results or
condition (financial or otherwise) of Superior Ltd.
SECTION 4.2 CAPITALIZATION OF SUPERIOR LTD.
(a) Superior GP is the sole general partner of Superior Ltd.
with a
1.0% general partner interest in Superior Ltd.; such general
partner interest
has been duly authorized and validly issued in accordance with
the Superior
Partnership Agreement and is owned by Superior GP free and clear
of all Liens
(other than those arising under this Contribution Agreement and
restrictions on
sales to the public of securities under applicable securities
laws) and has no
outstanding agreement, understanding or obligation to sell,
transfer or deliver
such general partner interest.
(b) Each Superior Limited Partner owns beneficially and of
record
the limited partner interest in Superior Ltd. set forth opposite
such Superior
Limited Partner's name in Section 2.2(c); such limited partner
interest has been
duly authorized and validly issued in accordance with the
Superior Partnership
Agreement and is fully paid (to the extent required under the
Superior
Partnership Agreement) and nonassessable (except as such
nonassessability may be
affected by the relevant provisions of the Pennsylvania LP Act);
and such
Superior Limited Partner owns such limited partner interest free
and clear of
all Liens (other than those arising under this Contribution
Agreement and
restrictions on sales to the public of securities under
applicable securities
laws) and has no outstanding agreement, understanding or
obligation to sell,
transfer or deliver such limited partner interest.
(c) There are no outstanding subscriptions, options, calls,
contracts, commitments, understandings, restrictions,
arrangements, rights or
warrants, including any right of conversion or exchange under
any outstanding
security, instrument or other agreement obligating Superior Ltd.
to issue,
deliver or sell, or cause to be issued, delivered or sold,
additional
partnership interests in Superior Ltd.
SECTION 4.3 AUTHORITY, AUTHORIZATION AND ENFORCEABILITY. Each
Superior
Partner has the requisite power and authority (corporate or
otherwise) and
capacity (in the case of an individual) to execute and deliver
this Contribution
Agreement and each instrument
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required hereby to be executed and delivered by it at the
Closing, to perform
its obligations hereunder and thereunder and to consummate the
transactions
contemplated hereby and thereby. The execution and delivery of
by Superior GP of
this Contribution Agreement and each instrument required hereby
to be executed
and delivered by it at the Closing and the performance of its
obligations
hereunder and thereunder have been duly and validly authorized
by the board of
directors of Superior GP, and no other corporate proceedings of
Superior GP are
necessary to authorize the execution and delivery of this
Contribution Agreement
or the consummation of the transactions contemplated hereby.
This Contribution
Agreement and each instrument required hereby have been duly
executed and
delivered by each Superior Partner and (assuming due
authorization, execution
and delivery hereof and thereof by the other parties hereto and
thereto)
constitute the valid and legally binding obligations of each
Superior Partner,
enforceable against each Superior Partner in accordance with
their terms, except
that (A) such enforceability may be subject to bankruptcy,
insolvency,
reorganization, moratorium or other laws, decisions or equitable
principles now
or hereafter in effect relating to or affecting the enforcement
of creditors'
rights or debtors' obligations generally, and to general equity
principles, and
(B) the remedy of specific performance and injunctive and other
forms of
equitable relief may be subject to equitable defenses and to the
discretion of
the court before which any proceeding therefor may be
brought.
SECTION 4.4 NO VIOLATION. Assuming effectuation of all filings
and
registrations with, termination or expiration of any applicable
waiting periods
imposed by, and receipt of all permits and orders of
Governmental Authorities
required in connection with the consummation of the transactions
contemplated by
this Contribution Agreement, and the receipt of all approvals or
consents
required to be obtained from third parties other than the
Superior Partners or
the Bradford Partners (none of which the failure to obtain
would, individually
or in the aggregate, have a material adverse effect on the
ability of any
Superior Partner to consummate the transactions contemplated by
this Agreement)
, neither the execution and delivery by the Superior Partners of
this
Contribution Agreement or any instrument required hereby to be
executed and
delivered by them at the Closing nor the performance by the
Superior Partners of
their obligations hereunder or thereunder will (i) violate or
breach the terms
of or cause a default under, or result in the termination of, or
accelerate the
performance required by, or result in a right of termination,
cancellation or
acceleration of any obligation under, or result in the creation
of any Lien upon
any of the properties or assets of Superior Ltd. or the
partnership interests in
Superior Ltd. held by any Superior Partner under (A) any law,
regulation or
order of any Governmental Authority applicable to Superior Ltd.
or the Superior
Partners, (B) the Superior Partnership Agreement or the charter,
bylaws or
similar organizational document of any Superior Partner, or (C)
any contract,
agreement or other instrument or obligation to which Superior
Ltd. or any
Superior Partner is a party or by which it or any of its
properties or assets is
bound, or (ii) with the passage of time, the giving of notice or
the taking of
any action by a third party, have any of the effects set forth
in clause (i) of
this Section 4.4, except in any such case for any matters
described in this
Section 4.4 that would not have an SWSI Material Adverse
Effect.
SECTION 4.5 TITLE TO ASSETS. Superior Ltd. has good and
indefeasible title
to all of its assets and properties, free and clear of all
Liens, except for (i)
Permitted Liens or (ii) Liens arising in connection with any
loan or credit
agreement to which Superior Ltd. or Bradford Ltd. is a
party.
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SECTION 4.6 LITIGATION. There are no suits, actions, proceedings
or
investigations pending or threatened against Superior Ltd or
such Superior
Partner (i) seeking to prevent or delay the Closing or (ii)
that, individually
or in the aggregate, could reasonably be expected to have a
material adverse
effect on Superior Ltd. or any Superior Partner's ability to
perform its
obligations with respect to the transactions contemplated by
this Agreement.
Superior Ltd. is not subject to any continuing court or
administrative order,
writ, injunction or decree applicable to it or its assets. There
are no
judgments against Superior Ltd.
SECTION 4.7 BANKRUPTCY. There are no bankruptcy, reorganization
or
rearrangement proceedings under any bankruptcy, insolvency,
reorganization,
moratorium or other similar laws with respect to creditors
pending against,
being contemplated by, or to the knowledge of any Superior
Partner, threatened
against Superior Ltd. or any Superior Partner.
SECTION 4.8 BROKERAGE FEES AND COMMISSIONS. No Superior Partner
has,
directly or indirectly, incurred any obligation or entered into
any agreement
for any investment banking, brokerage or finder's fee or
commission in
connection with this Contribution Agreement for which any
Bradford Partner shall
incur any liability.
SECTION 4.9 NO DISTRIBUTION. Each Superior Partner is an
experienced and
knowledgeable investor in the oilfield services industry, is
able to bear the
economic risks of its
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