EX-10.1






	 	 	 
	AMENDMENT TO MASTER AGREEMENT    	 	RUSSIAN VERSION OF AGREEMENT
	THIS AMENDMENT to the Master Agreement (“Amendment”)

is made on March 11, 2009

	 	



	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 (“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.

 

	 	





	2.2. Clause 2.4 of the Master Agreement is hereby

deleted in its entirety and replaced with the

following new Clause 2.4.:

	 	





	 

	 	

	“2.4. Prior to June 30, 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.”

 

	 	















1




	 	 	 	 	 
	3. LANGUAGE	 	RUSSIAN VERSION OF AGREEMENT
	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.
	 	 
	 

 

 

 

	 	







	 	







	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.

	 	

	 	

	6. COUNTERPARTS

	 	

	 	

	6.1. This Amendment may be executed in any number of counterparts,
	 	 
	each of which shall be considered an original.
	 	 
	6.1. The Parties agree that faxed and/or e-mailed 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 Management 
	 	 
	 
	 	 
	8/3 General Karbyshev Blvd.,
	 	 
	Moscow, Russian Federation, 123154
	 	 
	www.geostream.ru

	 	

	 	

	Attention: General Director
	 	 






2




	 	 	 	 	 	 	 
	 
	 	 
	L-Group
	 	RUSSIAN VERSION OF AGREEMENT
	 
	 	 
	OOO Geostream Assets
Management                           
8/3 General Karbyshev Blvd.,
Moscow, Russian Federation, 123154
Attention: Boris Germanovich Levin
	 	 
	 
	 	 
	Key Energy Services Cyprus, Ltd.
	 	 
	 
	 	 
	Iris House, 3’d Floor
8 John Kennedy Street
3106 Limasol
Cyprus
Attention: Director
	 	 
	With copy to:
Key Energy Services, Inc.
1301 McKinney Street,
Suite 1800,
Houston, Texas, 77010, U.S.A.
Attention: Newton W. “Trey” Wilson III
 
	 	 
	 
	 	 
	Key Energy Services, Inc.
	 	 
	 
	 	 
	1301 McKinney Street,
Suite 1800,
Houston, Texas, 77010, U.S.A.
www.keyenergy.com
Attention: Executive Vice President and Chief
Operating Officer
	 	 
	SIGNATURES:	 	 	 	 
	 	 	 	 	 
	OOO Geostream Assets

Management	 	 	 	 
	 	 	 	 	 
	By:

Boris Germanovich Levin

General Director	 	/s/ BORIS GERMANOVICH LEVIN	 	 
	 	 	 	 	 
	 	 	 	 	 
	L-Group	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Boris Germanovich Levin	 	/s/ BORIS GERMANOVICH LEVIN	 	 
	 	 	 	 	 
	 	 	 	 	 
	Yurii Leonidovich Bodnarchuk	 	/s/ YURII LEONIDOVICH BODNARCHUK	 	 
	 	 	 	 	 
	 	 	 	 	 
	Aleksei Rufatovich Mustafinov	 	/s/ ALEKSEI RUFATOVICH MUSTAFINOV	 	 
	 	 	 	 	 
	 	 	 	 	 
	Mikhail Vladimirovich

Siyatskii	 	/s/ MIKHAIL VLADIMIROVICH SIYATSKII	 	RUSSIAN VERSION OF

AGREEMENT
	 	 	 	 	 
	 	 	 	 	 
	John Thomas Wilson	 	/s/ JOHN THOMAS WILSON	 	 
	 	 	 	 	 
	 	 	 	 	 
	Vemor Trading and
Investments Limited
Represented by: Taratula I.P.	 	/s/ Taratula I.P.	 	 
	 	 	 	 	 
	 	 	 	 	 
	Key Energy Services
 
Cyprus, Ltd.	 	 	 	 
	 	 	 	 	 
	By:
Newton W. “Trey” Wilson III
Attorney-in-fact	 	/s/ NEWTON W. WILSON III	 	 
	 	 	 	 	 
	 	 	 	 	 
	Key Energy Services, Inc.	 	 	 	 
	 	 	 	 	 
	By:
Newton W. “Trey” Wilson III,
Executive Vice President and
Chief Operating Officer	 	/s/ NEWTON W. WILSON III	 	 







3