Exhibit 10.11
INTERIM OPERATIONS AGREEMENT
by and between
KEY ENERGY GROUP, INC.
and
WELLTECH, INC.
November 18, 1995
TABLE OF CONTENTS
ARTICLE I Interim Management of Operations.........................1
Section 1.1 Employment as Interim Manager.......................1
Section 1.2 Occupancy of Business Premises......................2
Section 1.3 Management of Employees.............................3
Section 1.4 Possession of Equipment Used in the Business .......3
Section 1.5 Performance of Contracts ...........................3
Section 1.6 Trade name. etc.....................................4
Section 1.7 Transition Accounting ..............................4
Section 1.8 Access to WellTech Funds............................4
Section 1.9 Operating Authority.................................4
Section 1.10 Appointment and Powers of the WellTech
nterim Committee................................4
ARTICLE II REPRESENTATIONS AND WARRANTIES OF WELLTECH................5
Section 2.1 Incorporation by Reference..........................5
ARTICLE III REPRESENTATIONS AND WARRANTIES OF KEY....................5
Section 3.1 Incorporation by Reference..........................5
ARTICLE IV OTHER AGREEMENTS..........................................5
Section 4.1 Transition of Operations............................5
Section 4.2 Certain Records.....................................5
Section 4.3 Insurance...........................................6
Section 4.4 WellTech Indemnity..................................6
Section 4.5 Key Indemnity.......................................6
ARTICLE V MANAGEMENT FEE.............................................7
Section 5.1 Payment of Management Fee...........................7
ARTICLE VI TERMINATION...............................................7
Section 6.1 Termination.........................................7
Section 6.2 Accomplishment of Termination.......................7
Section 6.3 Consequence of Termination..........................7
ARTICLE VII MISCELLANEOUS............................................8
Section 7.1 Expenses............................................8
Section 7.2 Parties in Interest.................................8
Section 7.3 Entire Agreement; Amendments........................8
Section 7.4 Headings............................................8
Section 7.5 Notices.............................................8
Section 7.6 Law Governing.......................................9
Section 7.7 Counterparts........................................9
Section 7.8 Severability........................................9
Section 7.9 Construction.......................................10
INTERIM OPERATIONS AGREEMENT
This INTERIM OPERATIONS AGREEMENT (the "Agreement") is made and entered
into this 18th day of November, 1995, by and between Key Energy Group, Inc., a
Maryland corporation ("Key") and WellTech, Inc., a Delaware corporation
("WellTech").
WITNESSETH:
WHEREAS, upon the terms and subject to the conditions of the Agreement
and Plan of Merger by and between Key and WellTech of even date (the "Merger
Agreement"), WellTech and Key have agreed to carry out a business combination
transaction pursuant to which WellTech will merge with and into Key (the
"Merger");
WHEREAS, the Board of Directors of each of WellTech and Key (i) has
unanimously determined that the Merger is advisable and fair to, and in the best
interests of, it and its respective stockholders and has approved and adopted
the Merger Agreement as a plan of reorganization within the provisions of
Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the
"Code"), (ii) has approved the Merger Agreement, the Merger and the other
transactions contemplated thereby or by any Collateral Document executed or
required to be executed in connection therewith (collectively the
"Transactions"), and (iii) has recommended approval and adoption of the Merger
Agreement, the Merger and the Transactions by its respective stockholders; and
WHEREAS, pending consummation of the Merger, WellTech desires to engage
the services of Key to manage and oversee the operations of WellTech and Key
desires to provide such management and oversight services to WellTech; and
WHEREAS, capitalized terms used in this Agreement without definition
shall have the meanings given to such terms in the Merger Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
representations, warranties and covenants contained herein, and for other good
and valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, Key and WellTech, intending to be legally bound, do hereby
covenant and agree as follows:
ARTICLE I
INTERIM MANAGEMENT OF OPERATIONS
Section 1.1 Employment as Interim Manager. (a) Effective as of the
date hereof, WellTech agrees to employ Key, and Key agrees to accept employment
with WellTech, as interim manager of WellTech's business, property and
operations on the terms and conditions set forth in this Agreement. It is the
intent of the parties that Key shall, subject to the limitations set forth
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herein, manage and oversee all aspects of WellTech's business, property and
operations and shall have the specific rights and responsibilities set forth in
this Article I.
(b) Notwithstanding anything to the contrary in this Agreement:
(i) Prior to the execution of the New Credit Facility
Documents by Key and WellTech, Key shall obtain the consent of the committee of
WellTech's Board of Directors comprised of ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and
charged with oversight of this Agreement (the "WellTech Interim Committee")
prior to: (A) extending, terminating or entering into any material lease on
behalf of WellTech; (B) hiring or terminating executive or other key employees
of WellTech; (C) entering into or terminating material contracts on behalf of
WellTech; (D) making, accepting or committing to make or accept any loan on
behalf of WellTech; or (E) entering into any material transactions outside the
ordinary course of WellTech's business;
(ii) Throughout the term of this Agreement: (A) Key shall
consult regularly with the WellTech Interim Committee concerning the business,
property and operations of WellTech and shall promptly furnish such oral and
written reports to the WellTech Interim Committee as it may reasonably request;
(B) Key shall take no action requiring approval of WellTech's Board of Directors
under Applicable Law or WellTech's Organic Documents without first obtaining
consent of the WellTech Interim Committee; and (C) Key shall obtain consent of
the WellTech Interim Committee prior to (1) hiring or terminating executive or
other key employees of WellTech; (2) making, accepting or committing to make or
accept any loan on behalf of WellTech; or (3) entering into any material
transactions outside the ordinary course of WellTech's business;
(c) WellTech and Key agree that (i) Key is an independent contractor
and is not nor shall be deemed to be a partner, joint venturer or principal with
respect to the ownership or operation of WellTech or its assets, and (ii) Key
shall have no liability to and shall not by virtue of this Agreement be deemed
to have assumed any liability to any creditors of or holders of claims against
WellTech. Key agrees to act in good faith in the performance of its duties under
this Agreement and to use such care in the management of WellTech's business,
property and operations as a reasonably prudent company would use in the
management of its own business and affairs. Key shall not be deemed to be in
violation of this Agreement or otherwise responsible if it is prevented from
performing any of its obligations hereunder for any reason beyond its control
including, without limitation, strikes, lockouts, inadequacy or lack of
WellTech's financial resources after taking into account amounts available to
WellTech under the New Debt Facility, unavailability of supplies, Applicable Law
or acts of God. Key shall have no liability for any actions or omissions in
connection with WellTech's business, property and operations excepting only if
such actions or omissions were taken in or resulted from bad faith or gross
negligence by Key.
Section 1.2 Occupancy of Business Premises. On the date hereof, Key
will assume the management of all real estate, buildings and premises owned,
occupied or used by WellTech. Key and its agents and designees shall have
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unfettered access to all such real estate, buildings and premises and Key shall
have the authority to take all actions which, in its reasonable business
judgment, are necessary or appropriate with respect to such business premises,
including, without limitation, extending, terminating or entering into new
leases for leased premises and entering into or terminating contracts for sale
or acquisition of owned premises.
Section 1.3 Management of Employees. During the term hereof, all
employees of WellTech shall continue to be employees of WellTech, provided,
however, that they shall be subject to Key's oversight and management. Executive
and key employees shall report directly to Key. Key shall have the authority, as
WellTech's interim manager, to oversee the hiring and firing of employees of
WellTech and to extend offers of employment by Key to WellTech's employees,
provided, however, that all such offers shall be contingent upon consummation of
the Merger. During the term of this Agreement, all of WellTech's employees who
have not been terminated by WellTech or, pursuant to this Agreement, by Key
shall continue to be compensated by WellTech, shall retain the same benefits as
heretofore provided by WellTech and compensation and benefits shall not be
materially increased or decreased without the prior consent of Key and the
WellTech Interim Committee. If the Merger is not consummated, Key agrees that
for a period of three years after termination of the Merger Agreement, Key shall
neither offer employment to, nor induce the termination of employment with
WellTech by, the following WellTech employees: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇; ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; provided, however, that if
during such three year period any of the foregoing individuals terminates his
employment with WellTech for any reason other than inducement by or an offer of
employment from Key, Key may thereafter employ such individual if such
individual seeks employment with Key.
Section 1.4 Possession of Equipment Used in the Business. During the
term hereof, Key will manage and control utilization of all oilwell servicing
and drilling rigs (the "Rigs"), rolling stock, equipment, tools, supplies and
furniture and fixtures (collectively, "Capital Assets") used by WellTech or
present in any yards or premises referred to in Section 1.2. For the account of
and at the sole cost and expense of WellTech, Key shall maintain and repair the
Rigs and Capital Assets in accordance with WellTech's ordinary and customary
maintenance and repair policies and may replace or purchase additional Rigs or
Capital Assets in the ordinary course. Without the consent of the WellTech
Interim Committee, Key shall not co-mingle personal property of Key and personal
property of WellTech.
Section 1.5 Performance of Contracts. Key shall manage and oversee all
aspects of the performance by WellTech of WellTech's contractual obligations to
third parties with respect to existing contracts and, in the exercise of Key's
reasonable business judgment, may renew, extend or terminate existing contracts
or enter into new contracts for the account and in the name of WellTech. All
revenues from and all costs and expenses of performance of WellTech's
contractual obligations shall be for the account of and/or paid by WellTech. Key
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shall not interfere with performance by WellTech of,nor take any actions to
prevent compliance by WellTech with, WellTech's contractual obligations.
Section 1.6 Tradename, etc. Key shall use the name "WellTech" and any
trademark, trade dress, logo or service ▇▇▇▇ incorporating the same in
connection with management of WellTech's operations under this Agreement.
Section 1.7 Transition Accounting. During the term of this Agreement,
Key shall maintain the books and records of WellTech separately from those of
Key and all transactions involving WellTech shall be for sole and exclusive
account of WellTech. All revenues from WellTech's operations shall inure to the
benefit of, and all costs and expenditures related to WellTech's operations
shall be borne by, WellTech. To facilitate an orderly operating transition,
WellTech will direct its officers and employees to provide to Key the same
accounting and computer support functions now used by WellTech for the period
requested by Key. Key may, in the exercise of its reasonable business judgment,
modify such support functions and WellTech accounting systems, provided,
however, that no such modification shall Adversely Affect the maintenance of
separate books and records for WellTech or eliminate the ability to maintain
accounting functions autonomously by region or area.
Section 1.8 Access to WellTech Funds. During the term of this
Agreement, Key shall manage the utilization of funds of WellTech to pay the
costs and expenses of WellTech's operations and the costs and expenses of
transactions permitted to be entered into by Key on behalf of WellTech pursuant
to this Agreement, whether or not such transactions are actually consummated.
"Funds" of WellTech shall include all funds and other liquid assets of WellTech,
wherever located, and all amounts available to be borrowed under any credit
facility, including the New Debt Facility. As manager, Key shall have the
exclusive right to determine the amount and timing of any drawings under the New
Credit Facility on behalf of WellTech. Key shall oversee the payment by WellTech
of its obligations in the ordinary course, consistent with WellTech's past
practices and in accordance with the provisions of the Merger Agreement, but
shall have no obligation to pay any debts of WellTech. There shall be no
co-mingling of funds of WellTech with funds of Key.
Section 1.9 Operating Authority. Key shall have the right to take all
actions which in the exercise of its reasonable business judgment are necessary
or appropriate to manage the business, properties and operations which WellTech
currently conducts or owns or currently intends to conduct or own, including,
without limitation, the authority to enter into contracts, to perform under
existing or future contracts, to compromise claims with respect to existing or
future contracts, to take such actions as are necessary or appropriate to
collect accounts receivable, to consolidate or streamline operations to achieve
cost-savings or reduce losses and to expand operations in the ordinary course.
Section 1.10 Appointment and Powers of the WellTech Interim Committee.
WellTech agrees that the appointment of the WellTech Interim Committee shall be
effective as of the date hereof, shall continue until termination of this
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Agreement and shall not be revoked unless WellTech has received an opinion of
counsel that continuation of the Interim Committee would constitute a breach of
the fiduciary duties of WellTech's Board of Directors. WellTech agrees further
that it has delegated to the WellTech Interim Committee all power and authority
necessary to enable the WellTech Interim Committee to carry out its
responsibilities hereunder including, without limitation, to give the consents
it may be requested to give pursuant to Section 1.1(b) hereof and that such
delegation shall not be amended or revoked unless WellTech has received an
opinion of counsel that failure to amend or revoke such delegation would
constitute a breach of the fiduciary duties of WellTech's Board of Directors.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF WELLTECH
Section 2.1 Incorporation by Reference. The representations and
warranties of WellTech set forth in the Merger Agreement are incorporated herein
by reference as if set forth in full herein.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF KEY
Section 3.1 Incorporation by Reference. The representations and
warranties of Key set forth in the Merger Agreement are incorporated herein by
reference as if set forth in full herein.
ARTICLE IV
OTHER AGREEMENTS
Section 4.1 Transition of Operations. To facilitate an orderly
transition to Key of the management of WellTech's business, properties and
operations, WellTech shall:
(a) cooperate fully and instruct all officers and employees to
cooperate fully with Key and Key's designees in implementing Key's management
and oversight of WellTech's business, properties and operations;
(b) provide Key and Key's agents and designees with all information
concerning revenues, expenses and contractual obligations necessary for Key
effectively to manage WellTech's business, properties and operations or
otherwise requested by Key; and
(c) obtain all consents necessary to implement the terms and
provisions of this Agreement.
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Section 4.2 Certain Records. All records of WellTech shall remain the
property of WellTech throughout the term of this Agreement, whether or not in
the possession of Key. WellTech and Key agree that, so long as the books and
records relating to WellTech, whether retained by WellTech or Key, remain in
existence and are available, each party shall have the right to inspect and, at
its expense, to make copies of the same at any time during business hours for
any proper purpose. In the event the Merger is not consummated, for a period of
three years following the date hereof, neither of the parties hereto will,
without first having offered to deliver the same to the other party, destroy any
of such books and records in its possession. Each party agrees that it will make
available to the other and to any accountants or attorneys or tax agents
authorized by such other party, at the expense of the party requesting the same,
any such records or information needed in connection with any tax matters,
litigation or similar matters. Key will keep all books and records of WellTech
confidential; provided, however, that Key's obligation of confidentiality shall
not apply to information which (a) is known by or becomes available to the
public other than as a result of disclosure by Key, (b) was known by or becomes
available to Key on a non-confidential basis prior to its disclosure by Key, or
(c) is disclosed generally by WellTech to others without a confidentiality
restriction; and further provided that in the case of clause (b) the source of
such information, to the knowledge of Key, was not bound by a confidentiality
agreement with, or other contractual, legal, or fiduciary obligation of
confidentiality to, WellTech with respect to such information.
Section 4.3 Insurance. WellTech agrees that for the term of this
Agreement, WellTech shall maintain contingent blow-out, rig, worker's
compensation, and general liability insurance covering its business and assets,
with limits for personal injury, death and property damage of $1,000,000 per
occurrence, and for umbrella coverage of $5,000,000 per occurrence and shall, to
the extent practicable, name Key as an additional insured for all such
coverages. Key agrees that for the term of the Agreement, it will maintain
general liability insurance as currently maintained.
Section 4.4 Survival of Representations, Warranties and Covenants. The
representations, warranties and covenants of WellTech and of Key shall survive
the termination of this Agreement as follows:
(a) In the event that this Agreement is terminated because the Merger
is consummated, no representations, warranties or covenants contained herein
shall survive; and
(b) In the event this Agreement terminates for any reason except
consummation of the Merger, all covenants set forth in the final sentence of
Section 1.3 and in Section 4.2 shall survive the Closing Date for a period of
three years and Section 6.3 shall survive in accordance with its terms.
Anything herein to the contrary notwithstanding, the expiration of any period
herein stated, whether with respect to representation, warranty, covenant,
condition, indemnity or otherwise, shall not have the effect of or be construed
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as resulting in any assumption by Key of a liability hereunder, whether express,
implied or otherwise.
ARTICLE V
MANAGEMENT FEE
Section 5.1 Payment of Management Fee. For its services under this
Agreement, Key shall be entitled to a management fee of $25,000 per month, which
shall be payable by WellTech if, but only if, the Merger is not consummated and
shall be due ten business days after the Merger Agreement has been terminated.
ARTICLE VI
TERMINATION
Section 6.1 Termination. This Agreement may be terminated by the
parties, as follows:
(a) at any time after May 31, 1996, by either party, if the
transactions contemplated by the Merger Agreement shall not have been
consummated;
(b) by either party at any time, upon the commencement by or against
the other party of voluntary or involuntary bankruptcy or insolvency
proceedings; or
(c) by either party upon termination of the Merger Agreement;
and this Agreement shall terminate on the Closing Date.
Section 6.2 Accomplishment of Termination. An election by Key to
terminate this Agreement as provided in Section 6.1 shall be exercised on behalf
of Key by delivery to WellTech of a written instrument to that effect signed by
the President or a Vice President of Key. An election by WellTech to terminate
this Agreement as provided in Section 6.1 shall be exercised by delivery to Key
of a written instrument to that effect signed by the President or a Vice
President of WellTech.
Section 6.3 Consequence of Termination. Upon the termination of this
Agreement pursuant to Section 6.1 hereof, Key shall return possession and
management to WellTech of all assets of WellTech, including all books and
records of WellTech, and provide the WellTech Interim Committee with such
reports on WellTech's operations during the term of this Agreement as such
Committee may reasonably request. Key shall use its reasonable best efforts at
no out-of pocket cost to itself to facilitate the agreement of third parties to
such retransfer, to the extent requested to do so by WellTech. WellTech shall
thereupon undertake the management of its business, properties and operations
and all obligations of the parties hereunder shall terminate, provided, however,
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that notwithstanding the foregoing, if this Agreement is terminated by either
party upon the other party's willful failure to satisfy a condition contained
herein or in the Merger Agreement or willful failure to perform its obligations
hereunder, such termination shall not affect any other rights or remedies that
the terminating party may have with respect to such breach, whether at law or in
equity.
ARTICLE VII
MISCELLANEOUS
Section 7.1 Expenses. Except as otherwise expressly provided herein,
WellTech will pay all reasonable costs and expenses incurred by Key in
connection with management of WellTech's business, properties and operations
pursuant to this Agreement including, without limitation, all sales and transfer
costs, charges, taxes, fees and other monies which may be payable during or
subsequent to the term hereof, provided, however, that WellTech shall have the
right to audit such costs and expenses.
Section 7.2 Parties in Interest. This Agreement will be binding upon,
inure to the benefit of, and be enforceable by the respective successors and
assigns of the parties hereto.
Section 7.3 Entire Agreement; Amendments. This Agreement, the Merger
Agreement, and the exhibits, schedules, certificates, lists and other writings
delivered pursuant hereto and thereto, contain the entire understanding of the
parties with respect to the subject matter hereof and are intended by the
parties to be taken together to be one agreement with respect to one and the
same transaction. None of the foregoing may be assumed or rejected in any
bankruptcy or insolvency proceeding without the assumption or rejection, as the
case may be, of all of the foregoing. This Agreement supersedes all prior
agreements and understandings between the parties with respect to the subject
mater hereof. This Agreement may be amended only by a written instrument duly
executed by the parties.
Section 7.4 Headings. The Article and Section headings contained in
this Agreement are for reference purposes only and will not affect in any way
the meaning or interpretation of this Agreement.
Section 7.5 Notices. All notices, claims, certificates, requests,
demands and other communications hereunder will be in writing and will be deemed
to have been duly given if delivered or mailed (registered or certified mail,
postage prepaid, return receipt requested) as follows:
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If to WellTech, to:
WellTech, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
with a copy (which shall not constitute notice) to:
▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
If to Key, to:
Key Energy Group, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President
with a copy (which shall not constitute notice) to:
▇▇▇▇▇▇▇▇ & Worcester
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
or to such other address as the person to whom notice is to be given may have
previously furnished to the other in writing in the manner set forth above.
Section 7.6 Law Governing. This Agreement will be governed by, and
construed and enforced in accordance with, the laws of The Commonwealth of
Massachusetts without regard to its conflicts of law rules.
Section 7.7 Counterparts. This Agreement may be executed simultaneously
in several counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
Section 7.8 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule or law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any
materially adverse manner to either party. Upon such determination that any
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term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the extent possible.
Section 7.9 Construction. Words used herein in the singular, where the
context so permits, shall be deemed to include the plural, and vice versa. The
definitions of words in the singular herein shall also apply to such words when
used in the plural where the context so permits, and vice versa. Whenever used
herein, where the context so permits, the masculine or neuter gender shall
include the masculine, feminine or neuter gender. The words "herein, "hereof, "
"hereunder" and words of similar import when used in this Agreement refer to
this Agreement as a whole, and not to any particular article, section or
paragraph.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly authorized officers of Key and WellTech as of the date first above
written.
KEY ENERGY GROUP, INC
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President
WELLTECH, INC.
By:/s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ Gormley
Vice President - Legal
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AMENDMENT NO. 1
to
INTERIM OPERATIONS AGREEMENT
This AMENDMENT No. 1 to INTERIM OPERATIONS AGREEMENT dated November 18,
1995 (the "Agreement") by and between KEY ENERGY GROUP, INC., a Maryland
corporation ("Key") and WellTech, Inc., a Delaware corporation ("WellTech") is
made as of this 18th day of January, 1996.
WITNESSETH:
WHEREAS, capitalized terms used in this Amendment No. 1 without
definition shall have the meanings ascribed thereto in the Agreement.
WHEREAS, each of Key and WellTech intends to enter into the New Credit
Facility Documents with The CIT Group/Credit Finance, Inc. ("CIT") in connection
with the Merger; and
WHEREAS, as a condition precedent to the New Credit Facility Documents,
CIT has required an amendment to, and Key and WellTech have agreed to amend, the
Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, Key and
WellTech, intending to be legally bound, do hereby covenant and agree as
follows:
1. Section 6.1 of the Agreement is hereby amended to insert the
following language after the end of subsection (c) of Section 6.1 and prior to
the words "and this Agreement shall terminate on the Closing Date":
provided, however, that notwithstanding the provisions of
subsections (a), (b) and (c) of this Section 6.1, the parties
agree that so long as any obligation of WellTech
to CIT is outstanding or unpaid under the WellTech loan and
security agreement comprising part of the New Credit Facility
Documents, neither Key nor WellTech shall terminate this
Agreement without the prior consent of CIT.
2. Except as specifically amended hereby, the Agreement is hereby
ratified and affirmed in all respects.
IN WITNESS WHEREOF, this Amendment No. 1 to Interim Operations
Agreement has been duly executed and delivered by the duly authorized officers
of Key and WellTech as of the date first above written.
KEY ENERGY GROUP, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President
WELLTECH, INC.
By:/s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ Gormley
Vice President - Legal