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EXHIBIT 2.2
LIMITED LIABILITY COMPANY PURCHASE AGREEMENT
THIS AGREEMENT CONTAINS PROVISIONS
RELATING TO INDEMNITY, RELEASE
OF LIABILITY AND ALLOCATION OF RISK
This Limited Liability Company Purchase Agreement (this "Agreement")
entered into as of the 24th day of June, 1998, by and among LaMunyon Drilling
Corporation, an Oklahoma corporation (the "Seller"), the shareholders of Seller
signatory hereto (the "Shareholders"), UTI Energy Corp., a Delaware corporation
("UTI") and Triad Drilling Company, a Delaware corporation ("Purchaser"), for
the sale by Seller and the purchase by Purchaser of the Assets (as defined
below).
WHEREAS, Seller is the owner of 100% (the "LLC Interest") of LaMunyon
Drilling Company, L.L.C., a Delaware limited liability company (the "LLC"), and
the LLC is the owner of certain drilling rigs, machinery, equipment, spare
parts and related appurtenances, as more fully described in Exhibit A attached
hereto (hereinafter collectively referred to herein as the "Tangible Assets"),
and is party to the land drilling contracts listed on Exhibit B attached hereto
(the "Contracts" and with the Tangible Assets, the "Assets"); and
WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to
purchase from Seller the LLC Interest under terms and conditions hereinafter
set forth.
NOW, THEREFORE, in consideration of the above and other good and
valuable consideration, the parties mutually agree as follows:
1. Purchase Price: The purchase price for the LLC Interest shall be
$12.2 million (the "Purchase Price"). Purchaser shall not assume any
liabilities of Seller except those set forth on Exhibit C attached hereto (the
"Assumed Liabilities"). It is the intent of the parties that all right, title
and interest of Seller and the Shareholders to the Assets were to have been
transferred to the LLC prior to the Closing (as defined below) free and clear
of all liens and encumbrances. Seller and the Shareholders further agree that,
except for the Assumed Liabilities, the LLC shall have no liabilities or
obligations (whether fixed, contingent or otherwise) as of the Closing Date (as
defined below) and no other liabilities of Seller or the Shareholders shall be
assumed by, or transferred to, the LLC.
2. Payment: Purchaser shall pay Seller the Purchase Price, less $600,000
(the "Escrow Consideration"), on the Closing Date, which shall be transmitted
by bank wire to accounts designated by Seller. The Escrow Consideration shall
be paid to Farmers and Merchants National Bank, Fairview, Oklahoma, in its
capacity as the Escrow Agent (the "Escrow Agent") under the Escrow Agreement
(as defined below).
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3. Closing Date: The closing (the "Closing") shall take place on the
date both parties execute this Agreement, or such later date as may be mutually
agreed upon by Seller and Purchaser, such date for closing being hereinafter
referred to as the "Closing Date".
4. Delivery: Purchaser has inspected the Tangible Assets prior to the
execution of this Agreement and agrees that the Tangible Assets are acceptable
in their current condition. The Tangible Assets shall be in substantially the
same condition as when inspected by Purchaser, reasonable wear and tear
excepted.
5. No Warranty by Seller Regarding the Tangible Assets: NEITHER SELLER
NOR ANY SHAREHOLDER MAKES A GUARANTY, WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AS TO THE QUALITY, SERVICEABILITY,
MERCHANTABILITY OR CONDITION OF THE TANGIBLE ASSETS, INCLUDING BUT NOT LIMITED
TO THEIR FITNESS FOR ANY USE OR PURPOSE. SELLER SHALL NOT BE LIABLE UNDER ANY
CIRCUMSTANCES FOR ANY DEATH, INJURY, LOSS OR DAMAGE TO PURCHASER OR ANY OTHER
PARTY ARISING FROM OR RELATING TO THE USE, CONDITION OR OPERATION OF THE
TANGIBLE ASSETS ON OR AFTER THE CLOSING DATE.
6. Assumption of Risk by Purchaser/Dayrates: Purchaser specifically
assumes all risk of death, injury, loss or damage to Purchaser or the LLC or
any other party arising from or relating to the use, condition or operation of
the Tangible Assets on or after the Closing Date but does not assume any of
such risks arising from or relating in any way to the use, condition or
operation of the Tangible Assets prior to the Closing Date, which shall be the
responsibility of Seller. Dayrates and other benefits earned on the Contracts
prior to the Closing Date shall be for the benefit of Seller and dayrates and
other benefits earned on the Contracts on or after the Closing Date shall be
for the benefit of Purchaser.
7. Risk of Loss: Title, possession and risk of loss with respect to the
Tangible Assets shall pass beneficially to Purchaser on the Closing Date upon
transfer of the LLC Interest.
8. Representations and Warranties of Seller and the Shareholders: Seller
and the Shareholders jointly and severally represent and warrant as of the date
hereof that:
a. Seller is a corporation duly organized and existing under the
laws of the State of Oklahoma. The execution and delivery of
this Agreement and the LLC Assignment (as defined below), and
the due consummation of the transactions hereby and thereby
authorized, have been, and the formation of the LLC pursuant
to the LLC Documents (as defined below) were, duly and validly
authorized by Seller, and this Agreement, the LLC Assignment
and the LLC Documents represent valid and binding agreements
and obligations of Seller. Each Shareholder is an individual
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and has the requisite capacity to enter into this Agreement
and consummate the transactions contemplated hereunder and
perform his or her obligations hereunder. This Agreement has
been duly executed and delivered by each Shareholder and
represents a valid and binding agreement and obligation of
each Shareholder.
b. The execution and delivery of this Agreement, the LLC
Assignment and the consummation of the transactions hereby and
thereby contemplated will not, and the formation of the LLC
pursuant to the LLC Documents do not, (i) violate any
provision of Seller's Articles of Incorporation or Bylaws,
(ii) violate any judgment, decree or order to which Seller or
a Shareholder is a party, (iii) except for the drilling
contracts listed on Schedule 8(b) hereto, result in the breach
of, or constitute a default under, any agreement or contract
to which Seller or a Shareholder is a party or by which Seller
or a Shareholder is bound or (iv) constitute a violation of
any statute or law or any regulation or rule of any court or
governmental authority.
c. No consent of or filing with U.S. governmental authorities,
and no consent of or filing with any other governmental
authority or any other person or entity, is required in
connection with the execution, delivery and performance of
this Agreement and the LLC Assignment by Seller or the
Shareholders.
d. Seller shall transfer to Purchaser good and marketable title
to the LLC Interest free and clear of any liens and
encumbrances of any nature whatsoever. The Contracts
constitute all of the contracts, agreements, commitments,
obligations and other understandings relating to the Tangible
Assets.
e. Seller has full corporate power and authority to carry on its
business, to own, lease and operate its properties and to
execute and deliver this Agreement and all documents and
instruments referred to herein and contemplated hereby and to
carry out the terms hereof.
f. Seller or the Shareholders have filed all tax returns required
to be filed on or before the Closing Date and paid all
applicable taxes due on or before the Closing Date relating in
any way to the Assets.
g. There is no claim, litigation, proceeding or governmental
investigation pending or, to the knowledge of Seller or the
Shareholders, threatened against or relating to or in any way
affecting the Assets or the transactions contemplated by this
Agreement and the LLC Assignment. Neither Seller nor the LLC
is in default under any of the Contracts.
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h. Seller is in compliance in all material respects with all
applicable laws and regulations relating to its operation of
the Assets and has not received notice of any violation of any
law or regulation relating to its operation of the Assets.
i. There have been no material modifications or changes to the
Assets since Purchaser's inspection thereof.
j. The Shareholders constitute all of the owners of the capital
stock of Seller.
k. The LLC has good and marketable title to the Tangible Assets
free and clear of any liens or encumbrances of any nature
whatsoever. Seller has provided Purchaser with certified
original copies of all documents to which the LLC is or has
been a party and all documents and instruments relating to the
formation of the LLC and the transfer of the Tangible Assets
thereto including the Contribution Agreement dated June 24,
1998, between Seller and the LLC (collectively, the "LLC
Documents"). The LLC does not have any liabilities or
obligations (fixed, contingent or otherwise) except the
Assumed Liabilities.
9. Representations and Warranties of Purchaser: Purchaser represents and
warrants as of the Closing Date that:
a. Each of UTI and Purchaser is a corporation duly organized and
existing under the laws of the State of Delaware. The
execution and delivery of this Agreement and the LLC
Assignment, and the due consummation of the transactions
hereby and thereby authorized, have been duly and validly
authorized by each of UTI and Purchaser, and this Agreement
and the LLC Assignment represent valid and binding agreements
and obligations of Purchaser.
b. The execution and delivery of this Agreement and the LLC
Assignment and the consummation of the transactions hereby
contemplated will not (i) violate any provision of either
UTI's or Purchaser's Certificate of Incorporation or Bylaws,
(ii) violate any judgment, decree or order to which either is
a party, (iii) result in the breach of, or constitute a
default under, any agreement or contract to which either UTI
or Purchaser is a party or by which either UTI or Purchaser is
bound or (iv) constitute a violation of any statute or law or
any regulation or rule of any court or governmental authority.
c. No consent of or filing with U.S. governmental authorities,
and no consent of or filing with any other governmental
authority or any other
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person or entity, is required in connection with the
execution, delivery and performance of this Agreement and the
LLC Assignment by either UTI or Purchaser.
10. Survival: The warranties and representations of Seller and Purchaser
and UTI contained in this Agreement shall survive the Closing Date without
limitation.
11. Liability, Indemnity and Allocation of Risk Provisions: Seller and
the Shareholders and Purchaser further agree that:
a. Seller's Indemnity: SUBJECT TO THE LIMITATIONS SET FORTH IN
SECTION 11(F), SELLER AND THE SHAREHOLDERS JOINTLY AND
SEVERALLY AGREE TO BE RESPONSIBLE FOR AND HOLD HARMLESS AND
INDEMNIFY PURCHASER (AND THE LLC) AND UTI FROM ANY AND ALL
CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, JUDGMENTS AND
AWARDS OF ANY KIND OR CHARACTER, INCLUDING FINES AND PENALTIES
(COLLECTIVELY, THE "CLAIMS"), ARISING FROM OR RELATING TO ANY
BREACH OR VIOLATION OF THE REPRESENTATIONS, WARRANTIES OR
COVENANTS OR AGREEMENTS MADE BY SELLER OR THE SHAREHOLDERS IN
THIS AGREEMENT (OR ANY CERTIFICATE DELIVERED BY SELLER OR THE
SHAREHOLDERS IN CONNECTION WITH THIS AGREEMENT) OR THE
OWNERSHIP, USE OR OPERATION OF THE ASSETS OR THE BUSINESS OF
SELLER OR OBLIGATIONS OF SELLER TO ITS EMPLOYEES ON OR BEFORE
THE CLOSING DATE.
b. Purchaser's Indemnity: PURCHASER AND UTI JOINTLY AND
SEVERALLY AGREE TO BE RESPONSIBLE FOR AND HOLD HARMLESS AND
INDEMNIFY SELLER AND THE SHAREHOLDERS FROM ANY AND ALL CLAIMS
ARISING FROM OR RELATING TO ANY BREACH OR VIOLATION OF THE
REPRESENTATIONS, WARRANTIES OR COVENANTS OR AGREEMENTS MADE BY
PURCHASER OR UTI IN THIS AGREEMENT (OR IN ANY CERTIFICATE
DELIVERED BY PURCHASER IN CONNECTION WITH THIS AGREEMENT) OR
THE USE OR OPERATION OF THE ASSETS AFTER THE CLOSING DATE,
EXCEPT TO THE EXTENT ANY SUCH CLAIM ARISES FROM OR IS RELATED
TO THE OWNERSHIP, USE OR OPERATION OF THE ASSETS OR THE
BUSINESS OF SELLER OR OBLIGATIONS OF SELLER TO ITS EMPLOYEES
ON OR PRIOR TO THE CLOSING DATE.
c. Definition: THE PARTIES EXPRESSLY INTEND AND AGREE THAT THE
PHRASE "BE RESPONSIBLE FOR AND HOLD HARMLESS AND INDEMNIFY",
AS UTILIZED IN THIS AGREEMENT, SHALL MEAN THAT THE
INDEMNIFYING PARTY SHALL RELEASE, INDEMNIFY, HOLD HARMLESS AND
DEFEND THE INDEMNIFIED PARTY FROM AND AGAINST ANY AND ALL
CLAIMS (INCLUDING, BUT NOT LIMITED TO, PAYMENT OF REASONABLE
ATTORNEY'S FEES, COSTS OF INVESTIGATION, COSTS OF LITIGATION
AND COURT COSTS INCURRED BY THE
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INDEMNIFIED PARTY), WITHOUT LIMIT AND WITHOUT REGARD TO THE
CAUSE OR CAUSES THEREOF, INCLUDING PRE-EXISTING CONDITIONS,
WHETHER SUCH CONDITIONS BE PATENT OR LATENT, BREACH OF
REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED), STRICT
LIABILITY, TORT, BREACH OF CONTRACT, OR THE NEGLIGENCE OF ANY
PERSON OR PERSONS, INCLUDING THAT OF THE INDEMNIFIED PARTY,
WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE,
PASSIVE OR GROSS, OR ANY OTHER THEORY OF LEGAL LIABILITY.
d. Survival: THE PARTIES EXPRESSLY INTEND AND AGREE THAT THE
INDEMNITIES IN THIS SECTION SHALL SURVIVE THE CLOSING WITHOUT
LIMITATION, EXCEPT THAT THE INDEMNITIES RELATING TO BREACHES
OF THE NON-SHAREHOLDER REPRESENTATIONS AND WARRANTIES (AS
DEFINED BELOW) SHALL SURVIVE THE CLOSING FOR ONLY THREE YEARS.
e. Extension of Indemnities: ANY INDEMNIFYING PARTY'S
OBLIGATIONS CONTAINED IN THIS AGREEMENT SHALL EXTEND TO THE
INDEMNIFIED PARTY AND ALSO TO ANY OF ITS DIVISIONS,
SUBSIDIARIES, AFFILIATED AND/OR PARENT COMPANIES, AND THE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OWNERS, SHAREHOLDERS
AND INSURERS OF EACH, AND, IF APPLICABLE, TO ANY ACTIONS
AGAINST THE PARTY'S LEGAL AND BENEFICIAL OWNERS, WHETHER IN
REM OR IN PERSONAM.
f. Escrow and Limitation on Indemnification: CONTEMPORANEOUSLY
WITH THE CLOSING, PURCHASER, UTI, SELLER AND THE ESCROW AGENT
WILL EXECUTE AN ESCROW AGREEMENT IN THE FORM EXHIBIT D
ATTACHED HERETO (THE "ESCROW AGREEMENT") AND SHALL DEPOSIT THE
ESCROW CONSIDERATION WITH THE ESCROW AGENT TO BE HELD IN
ACCORDANCE WITH THE TERMS OF THE ESCROW AGREEMENT. PURCHASER
AND UTI SHALL BE ENTITLED TO SEEK PAYMENT OF INDEMNIFICATION
CLAIMS PURSUANT TO SECTION 11(A) FOR BREACHES OF THE
NON-SHAREHOLDER REPRESENTATIONS AND WARRANTIES SOLELY FROM THE
FUNDS BEING HELD BY THE ESCROW AGENT PURSUANT TO THE ESCROW
AGREEMENT (THE "ESCROW FUND") OR FROM SELLER. INDEMNIFICATION
FOR BREACHES OF REPRESENTATIONS AND WARRANTIES THAT ARE NOT
DEFINED AS NON-SHAREHOLDER REPRESENTATIONS AND WARRANTIES MAY
BE SOUGHT FROM THE ESCROW FUND OR DIRECTLY FROM THE
SHAREHOLDERS OR SELLER.
g. Non-Shareholder Representations and Warranties:
"Non-Shareholder Representations and Warranties" shall include
all representations and warranties of Seller or the
Shareholders except those contained in Sections 8(a), 8(b)(i),
8(b)(ii), 8(d) (first sentence only), 8(e), 8(j), 8(k) and
18(a).
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12. Goodwill; Name: It is expressly agreed and understood that the sale
of the Assets to Purchaser includes the right to the name "LaMunyon Drilling"
and any derivates thereof and any goodwill associated therewith. Seller shall
promptly change its name following the Closing.
13. Non-Competition: In order to induce Purchaser to enter into
this Agreement, Seller and each of the Shareholders (the "Non-Compete
Parties"), effective as of the Closing Date, for a period of five years
thereafter in all herein stated jurisdictions other than Louisiana, which shall
be for a period of two years only, each agree that such Non-Compete Party will
not, and will cause each of its or his affiliates to not, without the consent
of Purchaser and UTI, directly or indirectly, provide oil and/or gas drilling
services in the States of Texas, Oklahoma and New Mexico and in all parishes in
Louisiana, except for the account of Purchaser and its affiliates. Each
Non-Compete Party acknowledges that a remedy at law for any breach or attempted
breach of this Section 13 will be inadequate and further agrees that any breach
of this Section 13 will result in irreparable harm to Purchaser and UTI;
accordingly, Purchaser and UTI shall, in addition to any other remedy that may
be available to it, be entitled to specific performance and injunctive and
other equitable relief in case of any such breach or attempted breach. Each
Non-Compete Party acknowledges that this covenant not to compete is being
provided as an inducement to Purchaser and UTI to enter into this Agreement,
and that this Section 13 contains reasonable limitations as to time,
geographical area and scope of activity to be restrained that do not impose a
greater restraint than is necessary to protect the goodwill or other business
interest of Purchaser and UTI. Whenever possible, each provision of this
Section 13 shall be interpreted in such a manner as to be effective and valid
under applicable law but if any provision of this Section 13 shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remaining provisions of this Section 13. If any provision of
this Section 13 shall, for any reason, be judged by any court of competent
jurisdiction to be invalid or unenforceable, such judgment shall not affect,
impair or invalidate the remainder of this Section 13 but shall be confined in
its operation to the provision of this Section 13 directly involved in the
controversy in which such judgment shall have been rendered. In the event that
the provisions of this Section 13 should ever be deemed to exceed the time or
geographic limitations permitted by applicable laws, then such provision shall
be reformed to the maximum time or geographic limitations permitted by
applicable law.
14. Information Exchange: Seller will furnish Purchaser and UTI within 30
days after the Closing Date originals or copies of the general arrangement
drawings and maintenance and similar records in Seller's possession or control
relating to the Assets. Purchaser agrees that any such information provided to
Purchaser and UTI shall remain confidential and shall not be disclosed to any
third party without Seller's written permission.
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15. Conditions to Closing: The obligation of each of the parties to
perform this Agreement is contingent upon the following:
a. The representations, warranties, covenants and agreements of
the other parties contained herein shall be true and correct
on the Closing Date;
b. The other parties shall have duly performed the acts and
undertakings to be performed by them hereunder on or prior to
the Closing Date; and
c. No statute, rule or regulation or order of any court or
administrative agency shall be in effect that prohibits Seller
or the Shareholders from consummating the transactions
contemplated hereby and no suit, action, investigation or
other proceeding by any third party or governmental entity
shall have been instituted or threatened seeking to enjoin,
restrain or prohibit Purchaser, UTI or Seller or the
Shareholders from consummating the transactions contemplated
hereby or to obtain substantial damages in respect thereof, or
that is related to or arises out of this Agreement and the
transactions contemplated hereby and that, in the reasonable
judgment of any party hereto would make it inadvisable to
consummate such transactions.
16. Closing Procedures: On the Closing Date, the following shall be
delivered:
a. Seller shall deliver to Purchaser and UTI:
i. a duly executed Assignment of Limited Liability
Company Interest relating to the transfer of the LLC
Interest in the form of Exhibit E attached hereto
(the "LLC Assignment"), assigning the LLC Interest to
Purchaser and transferring to Purchaser good and
marketable title in and to the LLC Interest, free and
clear of any taxes, liens and encumbrances;
ii. any other documents required to be executed by Seller
or its affiliates to consummate the transactions
contemplated by this Agreement and the LLC
Assignment, which documents shall be in a form
reasonably acceptable to Purchaser, including,
without limitation, an opinion of John W. McCue,
III, counsel for Seller, a customary officer's
certificate and Secretary's certificate of Seller and
certified copies of the LLC Documents; and
iii. a duly executed consent to the assignment of each
Contract to the LLC or Purchaser.
b. Purchaser and UTI shall deliver to Seller:
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i. funds in the amount of the Purchase Price (less the
Escrow Consideration), which shall be transmitted by
bank wire; and
ii. any other documents required to be executed by
Purchaser to consummate the transaction contemplated
by this Agreement, which documents shall be in a form
reasonably acceptable to Seller.
c. Seller and Purchaser shall execute and deliver the Escrow
Agreement and Purchaser shall deposit with the Escrow Agent
the Escrow Consideration.
d. UTI and Dana LaMunyon shall have executed an employment
contract reasonably acceptable to both parties.
17. Notice: Any notice pursuant to this Agreement shall be in writing and
shall be deemed to be given as of the date facsimiled or three days after the
date deposited in the U.S. mail (certified, return receipt requested), in each
case addressed as follows:
a. If to Seller, to:
LaMunyon Drilling Corporation
P.O. Box 387
Enid, OK 73702
Attention: Dana LaMunyon
Telephone: (580) 541-9182
Facsimile: (580) 237-0840
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If to the Shareholders:
Dana LaMunyon
P.O. Box 387
Enid, OK 73702
Attention: Dana LaMunyon
Telephone: (580) 541-9182
Facsimile: (580) 237-0840
Walter A. Bartel
814 Cardinal Road
Fairview, OK 73737
Lonnie A. Bartel
105 Cardinal Drive
Fairview, OK 73737
Jay Lynn Bartel
1910 N. Main
Fairview, OK 73737
with copies to:
John W. McCue II
116 E. Broadway
Fairview, OK 73737
Telephone: (580) 227-3939
Facsimile: (580) 227-3507
R. Deane Wymer
311 E. Broadway
Fairview, OK 73737
b. If to Purchaser, to:
UTI Energy Corp.
16800 Greenspoint Park, Suite 225N
Houston, Texas 77060
Attention: President
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With copies to:
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
Attention: Charles L. Strauss
18. Commissions, Fees and Taxes:
a. Indemnity for Broker's Fees and Commissions: Purchaser on the
one hand and Seller and the Shareholders on the other
represent to each other that no broker's fees or commissions
are payable in connection with this Agreement or the sale of
the Assets, and each party agrees to be responsible for and
hold harmless and indemnify the other against all Claims
arising out of or in connection with any such broker's fees or
commissions alleged to have been incurred by such party.
b. Ad Valorem (Sales) and Other Transfer Taxes: Purchaser agrees
to be responsible for and hold harmless and indemnify Seller
and the Shareholders against all Claims relating to the
imposition of federal, state or local ad valorem (sales) taxes
or other transfer taxes (but not federal or state income
taxes) applicable to the transfer of the Tangible Assets to
the LLC or the sale of the LLC Interest hereunder.
c. Federal Income Taxes: Each of the parties agree to treat and
report (if applicable) the LLC as a "pass through" entity for
federal income tax purposes and to not take any actions
inconsistent with such characterization.
19. Governing Law: This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Texas, without regard to conflict of
laws.
20. Convenience of Forum; Consent to Jurisdiction: The parties to this
Agreement hereby consent and subject themselves to the jurisdiction of the
United States District Court for the Southern District of Texas, and in the
event such court is not available to the parties, to the courts of the State of
Texas located in Harris County, Texas, with respect to any matter arising under
this Agreement. Service of process, notices and demands of such courts may be
made upon any party to this Agreement by personal service at any place where it
may be found or giving notice to such party as provided in this Agreement.
21. Enforcement of the Agreement: The parties hereto agree that
irreparable damage would occur if any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise
breached. It is accordingly
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agreed that the parties shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions hereof, this being in addition to any other remedy to which they are
entitled at law or in equity.
22. Miscellaneous: This Agreement contains the entire understanding of
the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements between the parties with respect thereto. No
party except Seller, the Shareholders and Purchaser shall have any rights or
remedies under this Agreement.
(SIGNATURES BEGIN ON FOLLOWING PAGE)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
multiple counterparts, each of which shall be deemed an original hereof.
UTI ENERGY CORP.
By: /s/ P. Blake Dupuis
-------------------------------------
P. Blake Dupuis, Vice President
LAMUNYON DRILLING CORPORATION
Signature: /s/ Dana LaMunyon
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Printed Name: Dana LaMunyon
--------------------------
Title: President
---------------------------------
SHAREHOLDERS:
/s/ Dana LaMunyon
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Dana LaMunyon
/s/ Lonnie A. Bartel
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Lonnie A. Bartel
/s/ Walter A. Bartel
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Walter A. Bartel
/s/ Jay Lynn Bartel
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Jay Lynn Bartel
TRIAD DRILLING COMPANY
/s/ P. Blake Dupuis
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P. Blake Dupuis
Vice President
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