Exhibit 10.1
Execution Copy
FIRST AMENDMENT
TO ASSET PURCHASE AGREEMENT
This First Amendment to Asset Purchase Agreement (the "Amendment") is
entered into as of the 18th day of November, 2008 by and among Superior Well
Services, Inc., a Delaware corporation (the "Parent"), Superior Well Services,
Ltd., a Pennsylvania limited partnership and an indirect wholly owned subsidiary
of Parent (the "Buyer"), Diamondback Holdings, LLC, a Delaware limited liability
company ("Diamondback"), Diamondback-Total Services LLC, an Oklahoma limited
liability company ("Diamondback Total Services"), Diamondback Pumping GP LLC, an
Oklahoma limited liability company ("Diamondback Pumping GP"), Diamondback
Pumping Service LLC, an Oklahoma limited liability company ("Diamondback Pumping
Services"), Diamondback-Pioneer LLC, an Oklahoma limited liability company
("Diamondback Pioneer"), Packers & Service Tools, Inc., a Louisiana corporation
("P&S Tools"), Diamondback-Total Pumping GP LLC, an Oklahoma limited liability
company ("Diamondback Total Pumping"), Diamondback-Total Texas LLC, an Oklahoma
limited liability company ("Diamondback-Total Texas"), Diamondback-Disposal
Texas LLC, an Oklahoma limited liability company ("Diamondback Disposal Texas"),
Diamondback-TD West LLC, a Texas limited liability company ("Diamondback-TD
West"), Diamondback-Disposal LLC, an Oklahoma limited liability company
("Diamondback Disposal"), Diamondback-Total Oklahoma LLC, a Delaware limited
liability company ("Diamondback-Total Oklahoma"), Sooner Trucking & Oilfield
Services, Inc., an Oklahoma corporation ("Sooner"), Diamondback-PST LLC, an
Oklahoma limited liability company ("Diamondback PST"), Diamondback-Completions
LLC, an Oklahoma limited liability company ("Diamondback Completions"), and TD
West LLC, a Texas limited liability company ("TD West" and each of Diamondback
Total Services, Diamondback Pumping GP, Diamondback Pumping Service, Diamondback
Pioneer, P&S Tools, Diamondback Total Pumping, Diamondback-Total Texas,
Diamondback-Disposal Texas, Diamondback-TD West, Diamondback Disposal,
Diamondback-Total Oklahoma, Sooner, Diamondback PST and Diamondback Completions
being a "Diamondback Subsidiary" and, collectively, the "Diamondback
Subsidiaries")) and Diamondback Downhole Technologies LLC ("Downhole
Technologies"), Diamondback-Directional Drilling LLC ("Directional Drilling
Contractors") and Diamondback-Quantum LLC ("Quantum" and along with Downhole
Technologies and Directional Drilling Contractors the "Drilling Companies"). The
Buyer and Parent are sometimes referred to individually as a "Buyer Party" and
collectively as the "Buyer Parties." Diamondback, the Drilling Companies and the
Diamondback Subsidiaries are sometimes referred to individually as a "Seller" or
a "Seller Party" and collectively as the "Sellers" or the "Seller Parties" as
follows:
WHEREAS, the Buyer Parties and Seller Parties have heretofore entered into
that certain Asset Purchase Agreement dated September 12, 2008 (the "Purchase
Agreement") providing for the purchase by Buyer of certain assets comprising
Diamondback's stimulation and pumping services segment, completion and
production services segment and fluid logistics and well-site services segment;
WHEREAS, the Buyer Parties and Sellers Parties desire to enter into an
amendment to reflect certain mutually agreed revisions to the Purchase
Agreement;
NOW, THEREFORE, in consideration of the provisions, agreements and
covenants contained herein; and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and in reliance upon
the material representations and warranties contained herein, the parties hereto
agree as follows:
ARTICLE I
DEFINED TERMS
1.1 Defined Terms. All capitalized terms which are used but not defined in
this Amendment shall have meanings assigned to such terms in the Purchase
Agreement.
ARTICLE II
AMENDMENTS TO