exv10w2






Exhibit 10.2




September 1, 2010




Key Energy Services, Inc.

Key Electric Wireline Services, LLC

Key Energy Pressure Pumping Services, LLC

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 Portofino Acquisition
Company (now known as Universal Pressure Pumping, Inc.), as Buyer, Patterson-UTI Energy, Inc., as
Buyer Parent, and 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 (the
“Agreement”), relating to the acquisition of the assets of Sellers’ pressure pumping and wireline
businesses. This letter sets forth each of our agreements to certain modifications to the
Agreement, and unless expressly modified pursuant to this letter agreement, all other provisions of
the Agreement remain in full force and effect. Capitalized terms used in this letter which are
defined in the Agreement shall have the meaning set forth in the Agreement.



     Attached hereto as Exhibit A is a proposal dated August 30, 2010 from Environmental Resources
Management (“ERM”) to Buyer that sets forth proposed Phase II ESA invasive testing and analysis to
be performed at the Transferred Leased Real Properties (the “Subject Properties”) listed on Table 1
thereto. By this letter, (i) Sellers and Seller Parent consent to such testing and analysis at the
Subject Properties, and (ii) Buyer and Buyer Parent acknowledge and agree that no Environmental
Defect Notice shall be issued regarding any other Transferred Real Property and, prior to Closing,
that no Phase II ESA shall be performed with respect to any other Transferred Real Property;
provided, that this clause (ii) shall not apply to any Transferred Real Property affected by an
Environmental Condition coming into existence after the time that the Phase I ESA for such property
was conducted pursuant to Section 6.1(b) and prior to Closing and not resulting from the Phase II
ESA work.



     Any Environmental Condition identified as a result of the Phase II ESA work approved hereby
shall be treated as and shall constitute a Potentially Material Environmental Condition for all
purposes of the Agreement, notwithstanding the definition of that term contained in the Agreement.



 









 





     Within ten days after delivery to Sellers of the last of the reports with respect to such
Phase II ESA work, the parties shall work in good faith to agree on the scope of work necessary to
Remediate any Environmental Conditions pursuant to Section 6.2, including an estimate of the
reasonable costs required to conduct such Remediation. The following standards will be used in
determining the scope of such Remediation: (i) for the Subject Properties located in Texas, the
Tier 1 protective concentration levels (Remedy Standard A) for commercial/industrial uses provided
pursuant to the Texas Risk Reduction Program, 30 T.A.C. Chapter 350, and (ii) for the Subject
Property located in Arkansas, the risk-based remediation standards for industrial use approved by
the Arkansas Department of Environmental Quality pursuant to Title 8 of the Arkansas Code and/or
Arkansas Pollution Control and Ecology Commission Regulation 23. Notwithstanding any continuing
efforts to complete any agreed upon Remediation work at the Subject Properties, the parties shall
promptly proceed to the Closing of the transactions contemplated by the Agreement provided that the
other conditions to Closing set forth in the Agreement have been satisfied.



     The parties hereto also agree that any Environmental Defect Notice delivered within five days
after the delivery to Buyer of the last of the reports with respect to such Phase II ESA work shall
be deemed to have been delivered on or before the Environmental Defect Notice Date.



     Separately, Disclosure Schedule 4.22 shall be modified to incorporate by reference the Phase I
ESAs and Phase II ESAs prepared by ERM and, such reports shall not be treated as supplements
pursuant to Section 6.6.



     Buyer and Buyer Parent agree that Buyer shall pay the first $2,000,000 of the aggregate
reasonable and actual costs incurred by Buyer or Seller to perform any Remedial Action on the
Subject Properties (including any properties that are removed from among the Purchased Assets
pursuant to Section 6.2(c)) as agreed to pursuant hereto, notwithstanding the provisions of Section
13.3(a) of the Agreement; provided, that such Remedial Action with respect to a Subject Property
that either Buyer or Seller elects to remove from the Purchased Assets pursuant to Section 6.2(c)
shall have been initiated within 90 days after the Closing Date. Payments shall be made by Buyer
as such costs are incurred and invoiced to Buyer.



     The parties hereto agree that Sellers’ Environmental Liabilities arising from or related to
any Environmental Condition identified pursuant to the Phase II ESA work contemplated herein or any
Remedial Actions in response thereto shall cease upon the earlier of (i) confirmation that the
commercial/industrial standards identified above have been achieved, or (ii) five years from the
Closing Date. Further, the Phase II ESA work shall not give rise to any indemnity obligations for
Sellers or Seller Parent with respect to the Subject Properties other than pursuant to Section
13.3(a) of the Agreement as modified by the immediately preceding paragraph hereof.



     The parties agree that the leased properties in Goliad, Texas shall be retained by Sellers,
shall not be a Transferred Leased Real Property, and any lease associated therewith shall not be a
Transferred Lease.



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



	 	 	 	 	 
	 	Very truly yours,



Patterson-UTI Energy, Inc.

 	 
	 	By:  	/s/ JOHN E. VOLLMER III
 	 
	 	 	John E. Vollmer III 	 
	 	 	Senior Vice President-Corporate Development,
Chief Financial Officer and Treasurer 	 
	 
	 	Universal Pressure Pumping, Inc.

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


Agreed to this 1st day of September, 2010




	 	 	 	 	 

	Key Energy Services, Inc.	 	 
	 
	 	 	 	 
	By:

	 	/s/ NEWTON W. WILSON III
 

Newton W. Wilson III
	 	 
	 

	 	Senior Vice President and Chief Operating Officer	 	 
	 
	 	 	 	 
	Key Energy Pressure Pumping Services, LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ NEWTON W. WILSON III
 

Newton W. Wilson III
	 	 
	 

	 	President	 	 
	 
	 	 	 	 
	Key Electric Wireline Services, LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ NEWTON W. WILSON III
 

Newton W. Wilson III
	 	 
	 

	 	President	 	 







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