**Exhibit 10.3****THIRD AMENDMENT TO CREDIT AGREEMENT**     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), made effective asof the 15th day of May, 2007 (the “Third Amendment Effective Date”), by and among **SUPERIORWELL SERVICES, INC.,**a Delaware corporation (“SWS”), and **SUPERIOR WELL SERVICES, LTD.,**aPennsylvania limited partnership (“Superior”)(SWS and Superior are each a“Borrower” and collectively, the “Borrowers”) and **CITIZENS BANK OF PENNSYLVANIA**, aPennsylvania state chartered bank (the “Lender”).BACKGROUND     A. Superior Well Services, Inc., a Delaware corporation (“Superior”), Superior WellServices, Ltd.**,**a Pennsylvania limited partnership (“SWS”), Bradford Resources, Ltd.**,**aPennsylvania limited partnership (“Bradford”), and the Lender entered into that certainCredit Agreement dated as of October 18, 2005, as amended by that certain First Amendment to CreditAgreement dated as of August 16, 2006, as further amended by that certain Second Amendment toCredit Agreement dated as of August 30, 2006 (as amended, and as amended, modified and supplementedfrom to time to time hereafter, the “Credit Agreement”) pursuant to which the Lender hasmade Revolving Credit Loans and Standby Term Loan Advances available to Superior, SWS and Bradford.     B. Effective on December 26, 2006, Bradford was merged with and into Superior with Superiorbeing the limited partnership surviving the merger (the “Merger”), the Merger beingpermitted under Section 7.02 of the Credit Agreement. As a result of the Merger, Superior and SWSare the remaining Borrowers under the Credit Agreement.     C. The Revolving Credit Commitment Termination Date is October 17, 2008 and the Borrowersdesire to extend the Revolving Credit Commitment Termination Date to October 17, 2009, and theLender is willing to do so upon the terms and conditions set forth in this Third Amendment.     D. Section 2.13 of the Credit Agreement provides that the Borrowers may not reborrow a StandbyTerm Loan Advance after it is repaid and automatically reduces the Standby Term Loan Commitment bythe principal amount of each Standby Term Loan Advance whether or not repaid.     E. The Lender has made Standby Term Loan Advances in the full amount of the Standby Term LoanCommitment, and the aggregate outstanding principal balance of the Standby Term Loan Advances haverepaid in full so that there are no outstanding Standby Term Loan Advances on the date hereof.     F. The Borrowers have requested that the Lender reinstate the Standby Term Loan Commitment toits original amount of up to Thirty Million Dollars ($30,000,000.00) and allow the Borrowers toreborrow the Standby Term Loan Advances repaid prior to the Third Amendment Effective Date to thefull extent of such reinstated Standby Term Loan Commitment, and the Lender is willing to do soupon the terms and conditions set forth in this Third Amendment.     NOW, THEREFORE, the parties hereto, intending to be legally bound, covenant and agree asfollows:**SECTION 1. USE OF TERMS; RECITALS**     1.1 The Borrowers acknowledge that the recitals set forth above in the Background above aretrue and correct and are incorporated herein by reference.
 

 
     1.2 Capitalized terms used herein (including the Background above) shall have the same meaningascribed thereto in the Credit Agreement as amended by this Third Amendment, unless otherwisespecified herein.**SECTION 2. AMENDMENTS TO THE CREDIT AGREEMENT**     2.1 The following definitions as set forth in Schedule One of the Credit Agreement areamended and restated in their entirety to read as follows:     “Revolving Credit Commitment Termination Date” means October 17, 2009.     “Standby Term Loan Conversion Date” means the earlier to occur of (i)the date the Borrowers have drawn the entire amount of the Standby Term LoanCommitment after the Third Amendment Effective Date (as defined in the ThirdAmendment to Credit Agreement); and (ii) August 17, 2008.     2.2 The following definition is added to Schedule One of the Credit Agreement in theappropriate alphabetical order:     “Third Amendment to Credit Agreement” means the Third Amendment toCredit Agreement made effective as of May 15, 2007 by and among the Borrowers andthe Lender.     2.3 References in the Credit Agreement to the “Borrowers” shall hereafter mean the collectivereference to Superior (being the limited partnership surviving the merger of Bradford andSuperior), SWS and any Person joined as a borrower to the Credit Agreement from and after the ThirdAmendment Effective Date, and reference in the Credit Agreement to a “Borrower” shall mean theindividual reference to each of the Borrowers.     2.4 The Lender does hereby reinstate the Standby Term Loan Commitment to its original amountof up to Thirty Million Dollars ($30,000,000.00) (as so reinstated, the “Reinstated StandbyTerm Loan Commitment”), and, subject to the terms and conditions of the Credit Agreement and inreliance upon the representations and warranties of the Borrowers contained in Article V, theLender agrees to make, from time to time on and after the Third Amendment Effective Date up to theStandby Term Loan Conversion Date, Standby Term Loan Advances to or for the account of theBorrowers in the aggregate principal amount not to exceed the Reinstated Standby Term LoanCommitment for the purpose of defraying, or reimbursing to the Borrowers, up to ninety percent(90.0%) of the hard purchase cost (excluding shipping, installation, taxes, and other soft costs)of Eligible Equipment by the Borrowers. Each Standby Term Loan Advance made from and after theThird Amendment Effective Date shall be non-revolving such that when it or any portion thereof isrepaid it may not be reborrowed, and each such Standby Term Loan Advance shall automatically reducethe Reinstated Standby Term Loan Commitment by the principal amount of such Standby Term LoanAdvance.     2.5 The meaning ascribed to “Loan Documents” in the Credit Agreement is hereby amended to theextent necessary to expressly incorporate in such meaning this Third Amendment.**SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS**     3.1 The Borrowers hereby ratify, confirm and reaffirm, without condition, all the terms andconditions of the Credit Agreement and the other Loan Documents to which they are a party and agree
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that they continue to be bound by the terms and conditions thereof as amended by this ThirdAmendment. Except as specifically amended by this Third Amendment, the Credit Agreement shallremain in full force and effect in accordance with its terms. This Third Amendment is not intendedto be, nor shall it be construed to create, a novation or accord and satisfaction of the Borrowers’indebtedness and obligations under the Credit Agreement, and the Credit Agreement as hereinmodified shall continue in full force and effect. The Borrowers further confirm that they have nodefense, set-off, recoupment or counterclaim against their obligations under the Credit Agreement,and such obligations are absolute and unconditional.     3.2 The Borrowers hereby ratify, confirm, reaffirm and restate the grant and conveyance of allliens and security interests granted by the Borrowers to the Lender in the Collateral pursuant tothe Collateral Documents, and such liens and security interests continue to secure the Obligations,including, without limitation, the Standby Term Loan and all Standby Term Loan Advances. TheBorrowers further agree and confirm that the term “Obligations” includes within the meaningthereof, and encompasses, all of the indebtedness and obligations of the Borrowers to the Lenderunder the Standby Term Loan Note and the Credit Agreement as amended by this Third Amendment.     3.3 The Borrowers represent and warrant to the Lender that:     (i) this Third Amendment has been duly authorized, executed and delivered bythe Borrowers and constitutes the legal, valid and binding obligations of theBorrowers enforceable in accordance with their terms;     (ii) the representations and warranties set forth within Article V of theCredit Agreement continue to be true and correct in all material respects as of theThird Amendment Effective Date except to the extent that (A) such representationsand warranties expressly relate to an earlier date, or (B) such representations andwarranties have changed, and such changes have been previously disclosed in writingto the Lender and are reflected on revised schedules to the Credit Agreementattached to this Third Amendment;     (iii) no Event of Default or Potential Default has occurred and is continuingon the Third Amendment Effective Date;     (iv) no Material Adverse Effect has occurred since August 30, 2006, and noevent or events have occurred and are continuing which, individually or in theaggregate, could reasonably be expected to result in a Material Adverse Effect;     (v) each Borrower has the power and authority to execute, deliver and performthe Third Amendment; each Borrower has taken all necessary action (including,without limitation, obtaining approval of its stockholders, if necessary) toauthorize its execution, delivery and performance of the Third Amendment; noconsent, approval or authorization of, or declaration or filing with, any Authority,and no consent of any other Person, is required in connection with any Borrower’sexecution, delivery and performance of the Third Amendment, except for those alreadyduly obtained; no Borrower’s execution, delivery or performance of the ThirdAmendment conflicts with, or constitutes a violation or breach of, or constitutes adefault under, or results in the creation or imposition of any Lien upon theproperty of such Borrower by reason of the terms of any contract, mortgage, lease,agreement, indenture or instrument to which such Borrower is a party or which isbinding upon it, any Law applicable to such Borrower, or the Organization Documentsof such Borrower;
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     (vi) the Merger was made effective on December 26, 2006 pursuant to theprovisions of the merger documents attached hereto as Exhibit “A” (the“Merger Documents”); and     (vii) all necessary governmental, regulatory, creditor, shareholder and othermaterial consents, approvals and exemptions required to be obtained by any Person inconnection with the Merger have been duly obtained and are in full force and effect.All required filings with the necessary Authorities in the Commonwealth ofPennsylvania have been made, are effective and in full force and effect.     3.4 The Borrowers agree to pay the costs and reasonable fees of counsel of the Lender incurredin preparing and closing this Third Amendment and consummating the transactions contemplatedhereby.**SECTION 4. CONDITIONS PRECEDENT**     4.1 The amendments set forth in this Third Amendment shall be effective as of the ThirdAmendment Effective Date provided each of the following conditions has been satisfied oreffectively waived by the Lender:     (i) The representations and warranties set forth in Section 3.3 of this ThirdAmendment shall be true and correct as of the Third Amendment Effective Date.     (ii) Contemporaneously with or prior to the execution hereof, the Borrowersshall deliver, or cause to be delivered, to the Lender:     (A) A Guarantor Acknowledgment and Confirmation in the form ofExhibit “B” attached hereto, duly executed by the Guarantor;     (B) As to SWS, a certificate of its secretary or assistantsecretary dated the Third Amendment Effective Date and certifying asto (i) true copies of its Certificate of Incorporation and Bylaws,and all amendments thereto, as in effect on the Third AmendmentEffective Date, (ii) true copies of all action taken by its Board ofDirectors in authorizing the execution, delivery and performance ofthis Third Amendment and the consummation of the transactionscontemplated thereby, and (iii) the names and true signatures of itsofficers authorized to execute and deliver this Third Amendment onbehalf of SWS;     (C) As to Superior, a certificate of its general partner datedthe Third Amendment Effective Date and certifying as to (i) truecopies of its Certificate of Limited Partnership and LimitedPartnership Agreement, and all amendments thereto, as in effect onthe Third Amendment Effective Date, (ii) true copies of all actiontaken by its partners in authorizing the execution, delivery andperformance of this Third Amendment and the consummation of thetransactions contemplated thereby, and (iii) the names and truesignatures of the Persons authorized to execute and deliver ThirdAmendment on behalf of Superior;
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     (D) The opinion of Vinson & Elkins, LLP, counsel for theBorrowers, addressed to the Lender, in form and substancesatisfactory to the Lender; and     (E) Such other documents, instruments and certificatesreasonably required by the Lender and its counsel in connection withthe transactions contemplated by this Third Amendment.     (iii) All legal details and proceedings in connection with the transactionscontemplated by this Third Amendment shall be satisfactory to counsel for theLender, and the Lender shall have received all such originals or copies of suchdocuments as the Lender may request.**SECTION 5. MISCELLANEOUS**     5.1 This Third Amendment shall be construed in accordance with, and governed by the internallaws of the Commonwealth of Pennsylvania without giving effect to its conflict of laws principles.     5.2 All notices, communications, agreements, certificates, documents or other instrumentsexecuted and delivered after the execution and delivery of this Third Amendment may refer to theCredit Agreement and the other Loan Documents without making specific reference to this ThirdAmendment, but nevertheless all such references shall be deemed a reference to the Credit Agreementand the other Loan Documents as respectively amended by this Third Amendment unless the contextrequires otherwise. All references to the Credit Agreement and the other Loan Documents in anydocument, instrument or agreement executed in connection with the Credit Agreement and the otherLoan Documents shall be deemed to refer to the Credit Agreement and the other Loan Documents asrespectively amended by this Third Amendment unless the context requires otherwise.     5.3 This Third Amendment shall inure to the benefit of, and shall be binding upon, therespective successors and assigns of the Borrowers and the Lender. The Borrowers may not assignany of their rights or obligations hereunder without the prior written consent of the Lender.     5.4 This Third Amendment may be executed in any number of counterparts and by the differentparties hereto on separate counterparts each of which, when so executed, shall be deemed anoriginal, but all such counterparts shall constitute but one and the same instrument. Delivery bytelecopier of an executed counterpart of a signature page to this Third Amendment or any notice,communication, agreement, certificate, document or other instrument in connection with the CreditAgreement and the other Loan Documents shall be effective as delivery of an executed originalcounterpart thereof.     5.5 Each Borrower releases, waives and forever discharges and relieves the Lender and itsSubsidiaries and Affiliates and the officers, directors, agents, attorneys and employees of each(hereinafter “Releasees”) from any and all claims, causes of action, suits, debts, liens,obligations, liabilities, demands, losses, defenses, offsets, costs or expenses (includingattorneys’ fees) of any kind, character or nature whatsoever, vested or contingent, at law, inequity or otherwise (collectively, “Claims”), which such Borrower ever had, now has, orwhich may result from the past or present state of things, against or related to Releasees. EachBorrower agrees to assume the risk of releasing any and all unknown, unanticipated or misunderstoodClaims hereby.
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     5.6 **THE BORROWERS REAFFIRM AND RESTATE THE PROVISIONS OF SECTION 9.02 OF THE CREDIT AGREEMENTWHEREBY THE BORROWERS GRANTED THE LENDER THE POWER TO CONFESS JUDGMENT AGAINST THE BORROWERS UPONTHE OCCURRENCE OF CERTAIN EVENTS, AND THE PROVISIONS OF SECTION 10.09 OF THE CREDIT AGREEMENTWHEREBY THE BORROWERS WAIVED THE RIGHT TO A TRIAL BY JURY, SUCH PROVISIONS BEING INCORPORATEDHEREIN BY REFERENCE TO THE SAME EXTENT AS IF REPRODUCED HEREIN IN THEIR ENTIRETY EXCEPT REFERENCESTO THE CREDIT AGREEMENT SHALL BE DEEMED REFERENCES TO THIS THIRD AMENDMENT**.     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have causedtheir duly authorized officers to execute and deliver this Third Amendment to Credit Agreement theday and year first above written.         WITNESS/ATTEST:   **SUPERIOR WELL SERVICES, INC.**            /s/Scott E. Whetsell   By:  /s/ Thomas W. Stoelk               Title: CFO                                 **SUPERIOR WELL SERVICES, LTD.**  WITNESS/ATTEST:   **By:** **Superior GP, L.L.C.**, Itssole general partner            /s/Scott E. Whetsell   By:  /s/ Thomas W. Stoelk               Title: CFO                                 **CITIZENS BANK OF PENNSYLVANIA**               By:  /s/ Joseph King               Title: Senior Vice President           
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