exv10w3






Exhibit 10.3




October 1, 2010




Key Energy Pressure Pumping Services, LLC

Key Electric Wireline Services, LLC

Key Energy Services, Inc.

c/o Key Energy Services, Inc.

1301 McKinney, Suite 1800

Houston, Texas 77010

Attention: General Counsel



Dear Ladies and Gentlemen:




     Reference is hereby made to the Asset Purchase Agreement by and among Universal Pressure
Pumping, Inc. (formerly known as Portofino Acquisition Company), as Buyer, Patterson-UTI Energy,
Inc, as Buyer Parent, Key Energy Pressure Pumping Services, LLC and Key Electric Wireline Services,
LLC, as Sellers, and Key Energy Services, Inc., as Seller Parent, dated as of July 2, 2010 (as
modified by that certain Assignment and Assumption Agreement dated October 1, 2010, by and between
Universal Pressure Pumping, Inc., and Universal Wireline, Inc., and as otherwise amended, modified
or supplemented through the date hereof the “Purchase Agreement”). This letter sets forth
each of our agreements to certain modifications to the terms of the Purchase Agreement, and unless
expressly modified pursuant to this letter agreement, all other provisions of the Purchase
Agreement remain in full force and effect. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to them in the Purchase Agreement.



     The parties agree that the defined term “Buyer Lease Agreement” in Section 1.1 of the
Purchase Agreement is hereby deleted in its entirety and replaced with the following definition:




     “Buyer Lease Agreement” means (i) a written lease agreement containing
the material terms identified in Exhibit C to this Agreement between Buyer,
as tenant, and an Affiliate of Sellers, as landlord, relating to the Tioga, North
Dakota service facility used in the Wireline Business and (ii) the written sublease
agreement between Buyer, as sublessee, and an Affiliate of Sellers, as sublessor,
relating to the Midland, Texas office facility used in the Purchased Business.



     The parties agree that the defined term “Effective Time” in Section 1.1 of the
Purchase Agreement is hereby deleted in its entirety and replaced with the following definition:




     “Effective Time” means 12:01 a.m. on the Closing Date.



     The parties agree that Exhibit A to this letter agreement and incorporated herein by
reference sets forth the amount of funds that will be paid by Buyer to Sellers on the Closing Date,
including the determination thereof.



     The parties agree that the following schedules contained in the Seller Disclosure Schedules to
the Purchase Agreement are hereby amended and restated in their entirety, except



 









 




for Schedule 4.19 for which only the severance obligations portion of such schedule is hereby
amended and restated, which amended and restated schedules are attached to this letter agreement as
Exhibit B:




	 	 	 

	2.1(a)-1

	 	Pressure Pumping Equipment and Machinery
	2.1(a)-2

	 	Wireline Equipment and Machinery
	2.1(b)-1

	 	Pressure Pumping Assumed Contracts
	2.1(b)-2

	 	Wireline Assumed Contracts
	2.1(c)-1

	 	Pressure Pumping Vehicles
	2.1(c)-2

	 	Wireline Vehicles
	2.1(e)

	 	Transferred Leased Real Property and Transferred Leases
	2.1(f)

	 	Transferred Intellectual Property
	2.1(g)

	 	Transferred Permits
	4.19

	 	Business Employees — Severance Obligations






     The parties agree that all amounts listed on the amended and restated severance obligations
portion of Schedule 4.19, included as part of Exhibit B hereto, shall, for the
purposes of Section 8.4(j) of the Purchase Agreement, be subject to, and apply towards,
Sellers’ and Buyer’s respective obligation to pay such retention benefits, including the limitation
on total payments by Buyer not to exceed $900,000.



     This letter agreement (i) shall be governed by the law of the state of Texas, without regard
to the conflicts of law principles of such state, (ii) may only be amended by a writing signed by
all parties hereto, and (iii) may be executed in one or more counterparts, all of which shall be
considered one and the same document.



[Signature Page Follows]




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     Please indicate your agreement to the foregoing by signing and dating below.



	 	 	 	 	 
	 	Very truly yours,



Universal Pressure Pumping, Inc.

 	 
	 	By:  	/s/ JOHN E. VOLLMER
 	 
	 	 	John E. Vollmer 	 
	 	 	Senior Vice President — Corporate
Development, Chief Financial Officer and
Treasurer 	 



	 	 	 	 	 
	 	Universal Wireline, Inc.

 	 
	 	By:  	/s/ JOHN E. VOLLMER
 	 
	 	 	John E. Vollmer 	 
	 	 	Senior Vice President — Corporate
Development, Chief Financial Officer and
Treasurer 	 



	 	 	 	 	 
	 	Patterson-UTI Energy, Inc.

 	 
	 	By:  	/s/ JOHN E. VOLLMER
 	 
	 	 	John E. Vollmer 	 
	 	 	Senior Vice President — Corporate
Development, Chief Financial Officer and
Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	Agreed to this 1st day of October, 2010.



KEY ENERGY PRESSURE PUMPING SERVICES, LLC

 	 
	 	By:  	/s/ J. MARSHALL DODSON
 	 
	 	 	J. Marshall Dodson 	 
	 	 	Vice President and Treasurer 	 
	 
	 	KEY ELECTRIC WIRELINE SERVICES, LLC

 	 
	 	By:  	/s/ J. MARSHALL DODSON
 	 
	 	 	J. Marshall Dodson 	 
	 	 	Vice President and Treasurer 	 
	 
	 	KEY ENERGY SERVICES, INC.

 	 
	 	By:  	/s/ J. MARSHALL DODSON
 	 
	 	 	J. Marshall Dodson 	 
	 	 	Vice President and Treasurer