JOINT FILING AGREEMENT October 8, 2010
EXHIBIT 99.4
October
8, 2010
1. | Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the
undersigned agrees that a single joint Schedule 13D and any amendments thereto may be filed on
behalf of each of the undersigned with respect to the securities held by each of them in Key
Energy Services, Inc. (the “Company”). Each of the undersigned shall be responsible for the
accuracy and completeness of the information concerning himself or itself therein, and shall
not be responsible for the accuracy and completeness of the information concerning any other
person, unless such member knows or has reason to know that such information is inaccurate. |
2. | So long as this agreement is in effect, each of the undersigned shall provide written notice
to the persons listed on Annex A hereto of (i) any of their purchases or sales of securities
of the Company; (ii) any securities of the Company over which they acquire or dispose of
beneficial ownership, and (iii) any other matter giving rise to the need to amend any item of
the Schedule 13D relating to such person. Notice shall be given as promptly as practicable,
but not later than two business days following each such transaction. |
3. | Except as provided in paragraph 4, nothing herein shall be construed to authorize any party
to act as an agent for any other party, or to create a joint venture or partnership, or to
constitute an indemnification. Nothing herein shall restrict any party’s right to sell
securities of the Company, as he/it deems appropriate, in his/its sole discretion. |
4. | The undersigned hereby appoints Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxx, and each of them, with
full power of substitution and resubstitution, to be such person’s true and lawful
attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any
Schedule 13D and any amendments thereto and any related agreement or documentation which may
be required or advisable to be executed or filed as a result of the undersigned’s beneficial
ownership of securities of the Company. The authority of such persons under this power of
attorney shall continue with respect to the undersigned in perpetuity unless revoked earlier
in writing. Such attorneys-in-fact shall be responsible for making any necessary amendments
to the Schedule 13D and shall use their reasonable best efforts to submit drafts of such
filings to the undersigned for review and comment as soon as reasonably practicable prior to
the filing of any such amendment. |
5. | This Agreement may be executed in counterparts, each of which shall be deemed an original and
all of which, taken together, shall constitute but one and the same instrument, which may be
sufficiently evidenced by one counterpart. |
6. | This Agreement shall be governed by and construed by and enforced in accordance with the laws
of the State of New York applicable to contracts to be performed in such state
without giving effect to the principles of conflicts of law thereof or of any other
jurisdiction. |
7. |
8. | Each of the undersigned parties hereby agrees that this Agreement shall be filed as an
exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act. |
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IN WITNESS WHEREOF, the undersigned have duly executed this Joint Filing Agreement as of the date
first above written.
OFS Energy Services, LLC | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: Xxxxxx X. Xxxxxx | ||||||
Title: | ||||||
OFS Holdings, LLC | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: Xxxxxx X. Xxxxxx | ||||||
Title: | ||||||
OFS Finance, LLC | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: Xxxxxx X. Xxxxxx | ||||||
Title: |
ArcLight Energy Partners Fund III, L.P. | ||||||||
By: | ArcLight PEF GP III, LLC, the sole general partner | |||||||
By: | ArcLight Capital Holdings, LLC, the sole manager | |||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||||
Name: Xxxxxx X. Xxxxxx | ||||||||
Title: Manager |
ArcLight PEF GP III, LLC | ||||||
By: | ArcLight Capital Holdings, LLC, the sole manager | |||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: Xxxxxx X. Xxxxxx | ||||||
Title: Manager |
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ArcLight Capital Holdings, LLC | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: Xxxxxx X. Xxxxxx | ||||||
Title: Manager | ||||||
ArcLight Capital Partners, LLC | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: Xxxxxx X. Xxxxxx | ||||||
Title: Manager | ||||||
/s/ Xxxxxx X. Xxxxxx | ||||||
Xxxxxx X. Xxxxxx | ||||||
/s/ Xxxx X. Xxxxxx | ||||||
Xxxx X. Xxxxxx |
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Annex A
Address for Notices
ArcLight Capital Partners, LLC
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxxxx X. Xxxxxx
Associate General Counsel
Fax: 000-000-0000
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxxxx X. Xxxxxx
Associate General Counsel
Fax: 000-000-0000
With a copy to:
Bracewell & Xxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxx
Fax: 000-000-0000
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxx
Fax: 000-000-0000