AMENDMENT NO. 2 TO MASTER AGREEMENT
Exhibit 10.1
EXECUTION COPY
AMENDMENT NO. 2 TO MASTER AGREEMENT
THIS AMENDMENT NO. 2 to the Master Agreement (“Amendment”) is made on June 23, 2009.
AMONG:
OOO Geostream Assets Management;
L Group;
Key Energy Services, Inc.; and
Key Energy Services Cyprus Ltd.;
collectively hereinafter referred to as the “Parties”.
RECITALS
WHEREAS, the Parties entered a certain Master Agreement dated August 26, 2008, as amended on
March 11, 2009 (“Master Agreement”); and
WHEREAS, the Parties wish to amend the Master Agreement as hereinafter provided.
NOW, THEREFORE, the Parties agree as follows:
1. INTERPRETATION
All capitalized terms used in this Amendment have the same meaning given to them in the Master
Agreement, unless otherwise stated in this Amendment.
2. AMENDMENT TO MASTER AGREEMENT
2.1. The Parties hereby agree to amend the Master Agreement as follows.
2.2. Clause 2.4 of the Master Agreement (as amended) is hereby deleted in its entirety and
replaced with the following new Clause 2.4.:
“2.4. Prior to September 1, 2009, but after completion of the commitments and obligations provided
for in the attached Initial Closing Exhibit, whichever occurs last, the Second Closing will occur.
The second investment consideration will be paid by KESC, subject to KESC and OOO Geostream Assets
Management’s prior mutual agreement as set forth below,
(1) in a combination of the following:
(a) | Cash; and |
RUSSIAN VERSION OF AGREEMENT
EXECUTION COPY
(b) | A promissory note, issued by KESC in favor of OOO Geostream Services Group affiliate company, payable thirty (30) days after demand (“Promissory Note”), but not later than October 31, 2009, and subject to provisions to be set forth in the Promissory Note providing, among other things, that in the event that KESC fails to timely pay the balance due under the Promissory Note pursuant to the terms thereof, KESC shall be obligated within thirty (30) days to relinquish, transfer and assign to OOO Geostream Assets Management the number of Shares equal to: |
(i) the total number of Shares issued to KESC in the Second Closing; multiplied by
(ii) the quotient obtained by dividing (A) the outstanding balance due and payable
under the Promissory Note which KESC has failed to timely pay; by (B) the total
amount of the second investment consideration.
Any such relinquishment, transfer and assignment to OOO Geostream Assets Management of Shares as described above shall be deemed payment in full satisfaction of the balance then due and payable under the Promissory Note and KESC shall thereafter be released of all covenants, liabilities and obligations under the Promissory Note. |
(2) No later than thirty (30) days prior to the date of the Second Closing, the Parties shall
mutually agree to (i) the amounts to be allocated between items (a) and (b) above, (ii) the OOO
Geostream Services Group affiliate company payee of the Promissory Note, and (iii) any other terms
applicable to the Promissory Note.
Or
(3) All in cash if the legal jurisdiction agreed to by the Parties does not allow the use of a
promissory note as a valid consideration for the Shares.
(4) OOO Geostream Assets Management and L Group each hereby agree to appoint Xxxxx Xxxxxxxxxxx
Xxxxx as their true and lawful attorney-in-fact to execute for and on their behalf, and do and
perform any and all acts necessary or desirable to complete and execute the Promissory Note and
the Second Closing.”
3. LANGUAGE
This Amendment is executed in English and Russian languages counterparts. In the event of a
conflict between both versions, the English version shall control.
4. GOVERNING LAW
This Amendment shall be governed by and construed in all respects in accordance with laws of
England regardless of the law that might be applied under applicable principles of conflict of
laws.
RUSSIAN VERSION OF AGREEMENT
EXECUTION COPY
5. MASTER AGREEMENT TO REMAIN IN FULL FORCE AND EFFECT
The terms and conditions of the Master Agreement (including, its Exhibits, Schedules and
attachments) remain in full force and effect and all remain unchanged except as modified by this
Amendment.
6. COUNTERPARTS
6.1. This Amendment may be executed in any number of counterparts, each of which shall be
considered an original.
6.2. The Parties agree that faxed and/or e-mailed scanned copies of this Amendment shall be deemed
original having full legal force and effect and are binding upon the Parties.
7. ADDRESSES AND CONTACT DETAILS OF THE PARTIES
OOO Geostream Assets Management |
Key Energy Services Cyprus, Ltd. | |
8/3 General Karbyshev Blvd., |
Iris House, 3rd Floor | |
Moscow, Russian Federation, 123154 |
0 Xxxx Xxxxxxx Xxxxxx | |
xxx.xxxxxxxxx.xx |
3106 Limasol | |
Attention: General Director |
Cyprus | |
Attention: Director | ||
With copy to: | ||
Key Energy Services, Inc. | ||
1301 XxXxxxxx Street, | ||
Suite 1800, | ||
Houston, Texas, 77010, U.S.A. | ||
Attention: Xxxxxx W. “Xxxx” Xxxxxx III | ||
L-Group |
Key Energy Services, Inc. | |
OOO Geostream Assets Management |
0000 XxXxxxxx Xxxxxx, | |
8/3 General Karbyshev Blvd., |
Suite 1800, | |
Moscow, Russian Federation, 123154 |
Xxxxxxx, Xxxxx, 00000, X.X.X. | |
Attention: Xxxxx Xxxxxxxxxxx Xxxxx |
xxx.xxxxxxxxx.xxx | |
Attention: Executive Vice President and | ||
Chief Operating Officer |
RUSSIAN VERSION OF AGREEMENT
EXECUTION COPY
SIGNATURES:
OOO Geostream Assets Management |
Key Energy Services Cyprus, Ltd. | |
By: /s/ XXXXX XXXXXXXXXXX XXXXX
Xxxxx Xxxxxxxxxxx Xxxxx |
By: /s/ XXXXXX X. XXXXXX III
Xxxxxx W. "Xxxx" Xxxxxx III |
|
General Director |
Attorney-in-fact |
|
L-Group |
Key Energy Services, Inc. | |
/s/ XXXXX XXXXXXXXXXX XXXXX |
By: /s/ XXXXXX X. XXXXXX III | |
Xxxxx Xxxxxxxxxxx Xxxxx |
Xxxxxx W. “Xxxx” Xxxxxx III, Executive Vice President and Chief Operating Officer |
|
/s/ XXXXX XXXXXXXXXXX XXXXXXXXXX |
||
Xxxxx Xxxxxxxxxxx Xxxxxxxxxx |
||
/s/ ALEKSEI RUFATOVICH MUSTAFINOV |
||
Aleksei Rufatovich Mustafinov |
||
/s/ XXXXXXX VLADIMIROVICH SIYATSKII |
||
Xxxxxxx Vladimirovich Siyatskii |
||
/s/ XXXX XXXXXX XXXXXX |
||
Xxxx Xxxxxx Xxxxxx |
||
Vemor Trading and Investments Limited
Represented by: Taratula I.P. |
||
/s/ TARATULA I.P. |
RUSSIAN VERSION OF AGREEMENT