KEY ENERGY SERVICES INC

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1 KEY ENERGY SERVICES INC FORM 8-K (Current report filing) Filed 07/01/09 for the Period Ending 06/26/09 Address 1301 MCKINNEY STREET SUITE 1800 HOUSTON, TX, Telephone CIK Symbol KEG SIC Code Oil and Gas Field Services, Not Elsewhere Classified Industry Oil Related Services and Equipment Sector Energy Fiscal Year 12/31 Copyright 2018, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 1, 2009 (June 26, 2009) KEY ENERGY SERVICES, INC. (Exact Name of Registrant as Specified in Charter) Maryland (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1301 McKinney Street, Suite 1800 Houston, Texas (Address of Principal Executive Offices and Zip Code) 713/ (Registrant s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item Entry into a Material Definitive Agreement. On June 26, 2009, Key Energy Services, Inc., a Maryland corporation (the Company ), and its wholly-owned subsidiary, Key Energy Services Cyprus Ltd., a Cyprus company ( KESC ), entered into Amendment No. 2 to Master Agreement (the Second Amendment ) with OOO Geostream Assets Management, a company incorporated in the Russian Federation, and the following parties, which are referred to in the Agreement as L-Group : Boris Germanovich Levin, Mikhail Vladimirovich Siyatskiy, Aleksei Rufatovich Mustafinov, Yurii Leonidovich Bodnarchuk, John Thomas Wilson and Vemor Trading and Investments Limited, a Cyprus company. The Second Amendment is dated as of June 23, 2009 (but was not fully executed until June 26, 2009) and amends the Master Agreement, entered into among the parties on August 26, 2008 (the Agreement ), as amended by Amendment No. 1 to Master Agreement, dated as of March 11, 2009 (the First Amendment ). As previously disclosed, the First Amendment extended the date by which KESC is required to consummate the second closing under the Agreement from March 31, 2009 to June 30, The Second Amendment further extends the date by which KESC is required to consummate the second closing to September 1, In addition, the Second Amendment provides that the second investment consideration will consist of a combination of cash and a promissory note issued by KESC in favor of an OOO Geostream Services Group affiliate. The foregoing description of the Second Amendment, the First Amendment and the Agreement does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, the First Amendment, which was filed as Exhibit 10.1 to the Current Report on Form 8-K on March 25, 2009, and the Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 8-K on September 2, 2008, each of which is incorporated into this Item 1.01 by reference. Item Financial Statements and Exhibits (d) Exhibits Amendment No. 2 to Master Agreement, dated June 23, 2009 (fully executed on June 26, 2009), by and among Key Energy Services, Inc., Key Energy Services Cyprus Ltd., OOO Geostream Assets Management and L-Group. 2

4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. KEY ENERGY SERVICES, INC. Date: July 1, 2009 By: /s/ NEWTON W. WILSON III Newton W. Wilson III Executive Vice President and Chief Operating Officer 3

5 Exhibit Index Exhibit No. Description 10.1 Amendment No. 2 to Master Agreement, dated June 23, 2009 (fully executed on June 26, 2009), by and among Key Energy Services, Inc., Key Energy Services Cyprus Ltd., OOO Geostream Assets Management and L-Group. 4

6 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, RUSSIAN VERSION OF AGREEMENT 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 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

7 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. RUSSIAN VERSION OF AGREEMENT 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 Boris Germanovich Levin 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.

8 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. RUSSIAN VERSION OF AGREEMENT 6. COUNTERPARTS 6.1. This Amendment may be executed in any number of counterparts, each of which shall be considered an original The Parties agree that faxed and/or ed 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 Key Energy Services Cyprus, Management Ltd. 8/3 General Karbyshev Blvd., Iris House, 3rd Floor Moscow, Russian Federation, 8 John Kennedy Street Limasol Attention: General Director Cyprus Attention: Director With copy to: Key Energy Services, Inc McKinney Street, Suite 1800, Houston, Texas, 77010, U.S.A. Attention: Newton W. Trey Wilson III L-Group Key Energy Services, Inc. OOO Geostream Assets 1301 McKinney Street, Management 8/3 General Karbyshev Blvd., Suite 1800, Moscow, Russian Federation, Houston, Texas, 77010, U.S.A Attention: Boris Germanovich Levin Attention: Executive Vice President and Chief Operating Officer

9 EXECUTION COPY SIGNATURES: RUSSIAN VERSION OF AGREEMENT OOO Geostream Assets Management By: /s/ BORIS GERMANOVICH LEVIN Boris Germanovich Levin General Director L-Group /s/ BORIS GERMANOVICH LEVIN Boris Germanovich Levin Key Energy Services Cyprus, Ltd. By: /s/ NEWTON W. WILSON III Newton W. "Trey" Wilson III Attorney-in-fact Key Energy Services, Inc. By: /s/ NEWTON W. WILSON III Newton W. Trey Wilson III, Executive Vice President and Chief Operating Officer /s/ YURII LEONIDOVICH BODNARCHUK Yurii Leonidovich Bodnarchuk /s/ ALEKSEI RUFATOVICH MUSTAFINOV Aleksei Rufatovich Mustafinov /s/ MIKHAIL VLADIMIROVICH SIYATSKII Mikhail Vladimirovich Siyatskii /s/ JOHN THOMAS WILSON John Thomas Wilson Vemor Trading and Investments Limited Represented by: Taratula I.P. /s/ TARATULA I.P.

MGT CAPITAL INVESTMENTS, INC.

MGT CAPITAL INVESTMENTS, INC. FORM 8-K (Current report filing) Filed 03/23/18 for the Period Ending 03/23/18 Address 512 S. MANGUM STREET SUITE 408 DURHAM, NC, 27701 Telephone (919) 973-0954 CIK 0001001601