<PAGE>
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
<PAGE>
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
i
<PAGE>
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
ii
<PAGE>
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
iii
<PAGE>
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
1
<PAGE>
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.
2
<PAGE>
"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.
3
<PAGE>
"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.
4
<PAGE>
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>
5
<PAGE>
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.
6
<PAGE>
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
7
<PAGE>
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.
8
<PAGE>
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 acquisition and
ownershi
