Exhibit 10.1
ASSET PURCHASE AGREEMENT
AMONG
KEY ENERGY SERVICES, LLC,
KINGS OIL TOOLS, INC.
AND
THOMAS FOWLER
DECEMBER 7, 2007
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of
December 7, 2007, among Key Energy Services, LLC, a Texas limited liability
company (the "Buyer"), and Kings Oil Tools, Inc., a California corporation (the
"Seller"), and Thomas Fowler (the "Shareholder").
W I T N E S S E T H:
WHEREAS, the Seller is engaged in the business of drilling, workover,
maintenance and production work using rigs, cranes and hoisting equipment (the
"Business");
WHEREAS, the Shareholder owns 100% of the issued and outstanding capital stock
of the Seller;
WHEREAS, the Seller desires to sell to the Buyer, and the Buyer desires to
purchase from the Seller, substantially all of the assets of the Seller that are
used in the Business on the terms and conditions set forth herein; and
WHEREAS, in connection with the sale of the Business, the Seller agreed to enter
into a noncompetition agreement with the Buyer as set forth in Section 3.8
hereof (the "Noncompetition Agreement") and the Shareholder agreed to enter into
a separate noncompetition agreement dated the date hereof (the "Shareholder
Noncompetition Agreement");
NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties and agreements, and subject to the terms and
conditions herein contained, the parties hereto hereby agree as follows:
ARTICLE 1
PURCHASE AND SALE OF ASSETS
1.1
PURCHASE AND SALE OF THE ASSETS. SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN THIS AGREEMENT, THE SELLER HEREBY AGREES TO SELL,
CONVEY, TRANSFER, ASSIGN AND DELIVER TO THE BUYER THE FOLLOWING ASSETS OF THE
SELLER, ON AN "AS IS/WHERE IS/WITH ALL FAULTS" BASIS (ALL OF SUCH ASSETS BEING
SOLD HEREUNDER ARE REFERRED TO COLLECTIVELY HEREIN AS THE "ASSETS"):
(A)
ALL TANGIBLE PERSONAL PROPERTY OF THE
SELLER SOLELY USED OR USABLE IN THE BUSINESS (INCLUDING, WITHOUT LIMITATION,
PRODUCTION/WORKOVER RIGS, TRUCKS, TRANSPORT TRAILERS AND OIL TOOLS AND EQUIPMENT
ASSOCIATED WITH THE BUSINESS), WHICH IS MORE FULLY DESCRIBED ON
SCHEDULE 1.1(A) HERETO;
(B)
ALL OF THE INVENTORY OF THE SELLER SOLELY
USED OR USABLE IN THE BUSINESS (INCLUDING, WITHOUT LIMITATION, CONSUMABLES AND
SPARE PARTS), WHICH IS MORE FULLY DESCRIBED ON SCHEDULE 1.1(B) HERETO;
(C)
ALL EQUIPMENT WARRANTIES, IF ANY, OF THE
SELLER RELATING TO THE ASSETS;
(D)
ALL INFORMATION, FILES, BOOKS, RECORDS AND
COMPUTER DATA SOLELY RELATED TO THE MAINTENANCE OF THE ASSETS (THE "BOOKS AND
RECORDS"); AND
(E)
ALL OF THE GOODWILL ASSOCIATED SOLELY WITH
THE BUSINESS.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
AGREEMENT, THE ASSETS WILL BE TRANSFERRED "AS IS, WHERE IS," WITHOUT ANY EXPRESS
OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING AS TO MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE, AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR,
WITH ALL FAULTS, LIMITATIONS AND DEFECTS.
1.2
RETAINED ASSETS. NOTWITHSTANDING SECTION 1.1, THE SELLER SHALL NOT
TRANSFER TO THE BUYER, AND THE ASSETS SHALL NOT INCLUDE THE SELLER'S RIGHT,
TITLE AND