AGREEMENT
Exhibit 10.1
AGREEMENT
This AGREEMENT (this “Agreement”), dated as of August 31, 2005, is by and between
PRECISION DRILLING CORPORATION, an Alberta corporation (“Seller”), and XXXXXXXXXXX
INTERNATIONAL LTD., a Bermuda exempted company (“Purchaser”).
WHEREAS, Seller and Purchaser hereby acknowledge that, due to a scrivener’s error, the
definition of “Seller Retained Liabilities” contained in the Stock Purchase Agreement, dated as of
June 6, 2005, by and between Seller and Purchaser (the “Stock Purchase Agreement”), does
not reflect the true intentions of the Seller and Purchaser; and
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as
follows:
1. Seller does hereby, upon the terms and subject to the conditions of the Stock Purchase
Agreement, assume, and agree to discharge or perform when due, all of the Seller Retained
Liabilities (as the scope of such liabilities are defined pursuant to this Agreement). Section
8.9(l) of the Stock Purchase Agreement is hereby deleted in its entirety and replaced with the
following:
“Seller Retained Liabilities” means any and all of the following
indebtedness, liabilities and obligations of any of the Seller Companies or any of
them in existence at or attributable to periods prior to and including the Closing,
to the extent not reflected in the Closing Date Balance Sheet or the Seller
Disclosure Letter: (a) any liability or claim for liability (whether in contract, in
tort or otherwise, and whether or not successful) related to any Employee including,
without limitation, any workers’ compensation or worker injury claim or any
termination or severance obligations for any Employee described in Section 5.9(g)
hereof; (b) any liability or claim for liability (whether in contract, in tort, or
otherwise, and whether or not successful) related to the administration or
termination of, or any benefits under, any Seller Plan; (c) any obligation,
liability or claim for liability (whether in contract, in tort or otherwise, and
whether or not successful) of Seller or any of the Seller Companies to Seller or any
of its other Subsidiaries or any of their Affiliates described in Section 5.8
hereof; (d) all fees and expenses of Seller or any of the Seller Companies described
in Section 3.17 or Section 5.8 hereof, and (e) without restricting the generality of
the foregoing, any and all liabilities, debts and obligations of any of the Seller
Companies or any of their Affiliates arising from, relating to or based upon the
matters described in Sections 5.1, 5.11, 5.12 and 5.22 hereof and Schedule 5.12 of
the Seller Disclosure Letter. The indebtedness, liabilities and obligations of
Seller or any of the Seller Companies described above shall constitute the “Seller
Retained Liabilities” notwithstanding that claims in respect of such indebtedness,
liabilities or obligations arose, or claims in respect thereof were made, after the
Closing Date.
2. Under no circumstances shall Section 8.9(l) of the Stock Purchase Agreement, as amended
herein, affect, limit or restrict any indebtedness, liabilities or obligations of the Seller
arising from its agreements and covenants in the Stock Purchase Agreement.
3. All capitalized terms used but not otherwise defined in this Agreement shall have the
meanings ascribed to such terms in the Stock Purchase Agreement.
4. Each reference in the Stock Purchase Agreement shall, unless the context otherwise
requires, mean the Stock Purchase Agreement as amended by this Agreement.
5. The Stock Purchase Agreement, as amended hereby, is in all respects ratified, approved and
confirmed.
6. This Agreement may be executed in any number of counterparts, all of which together make
and shall constitute one and the same instrument and any of the parties hereto may execute this
Agreement by signing any such counterpart.
7. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS
OF THE PROVINCE OF ALBERTA AND FEDERAL LAWS OF CANADA APPLICABLE THERETO WITHOUT GIVING EFFECT TO
CHOICE OF LAW PRINCIPLES. THE PARTIES HERETO AGREE THAT THE COURTS OF THE PROVINCE OF ALBERTA
SHALL HAVE EXCLUSIVE JURISDICTION TO DETERMINE ALL DISPUTES AND CLAIMS ARISING BETWEEN THE PARTIES
HERETO.
IN WITNESS WHEREOF, the undersigned has signed this Agreement as of August 31, 2005.
| PRECISION DRILLING CORPORATION |
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| By: | /s/ Xxxxxxx X. XxXxxxx | |||
| Name: | Xxxxxxx X. XxXxxxx | |||
| Title: | Senior Vice President, Operations, Finance | |||
| XXXXXXXXXXX INTERNATIONAL LTD. |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Senior Vice President, General Counsel & Secretary | |||
