FORM OF TRANSITION SERVICES AGREEMENT
THIS TRANSITION SERVICES AGREEMENT is made as of [●], 2020, by and between [Spieth Newco, Inc.]1, a Delaware corporation (the Company), and Superior Energy Services, Inc., a Delaware corporation (the Provider). The Company and the Provider are referred to herein as the Parties and each, individually, as a Party.
WHEREAS, the Company and the Provider are parties to that certain Agreement and Plan of Merger, dated as of December 18, 2019 (the Merger Agreement), by and among the Provider, New NAM, Inc., a Delaware corporation (NAM), Forbes Energy Services Ltd., a Delaware corporation (Fowler), the Company, Spieth Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (NAM Merger Sub) and Fowler Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (Fowler Merger Sub), pursuant to which NAM Merger Sub will merge with and into NAM, with NAM surviving such merger as a direct, wholly owned subsidiary of the Company and Fowler Merger Sub will merge with and into Fowler, with Fowler surviving such merger as a direct, wholly owned subsidiary of the Company (collectively, the Mergers);
WHEREAS, pursuant to the consummation of the transactions contemplated by the Merger Agreement, the Company has requested, and the Provider is willing to provide, or cause one or more members of the Provider Group (as defined below) to provide, certain services to the Company described herein (collectively, the Services) during a transitional period in accordance with the terms and conditions of this Agreement (as defined below); and
WHEREAS, the Company and Provider believe its in the best interests of the Company and its stockholders for the Company to leverage off the Providers established administrative functions that will be made available to the Company pursuant to this Agreement in order to minimize the Companys general and administrative expense.
NOW, THEREFORE, the Parties hereby agree as follows:
Capitalized terms that are defined in the Merger Agreement and not otherwise defined herein have the meanings given to them in the Merger Agreement, and grammatical variations thereof have corresponding meanings. In addition, the following terms shall have the following meanings for purposes of this Agreement:
Agreement means this Transition Services Agreement, together with all of the Schedules attached hereto, as any of them may be amended, modified or supplemented from time to time in accordance with the terms hereof.
Company Group means the Company, its subsidiaries and its and their contractors (other than Provider Group), subcontractors, and the directors, officers, agents and employees of each.
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NTD: To conform to new Holdco name.