Exhibit 10.2
$425,000,000
Key Energy Services, Inc.
8.375% Senior Notes due 2014
PURCHASE AGREEMENT
November 14, 2007
LEHMAN BROTHERS INC.
BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED
As Representatives of the several
Initial Purchasers named in Schedule I attached hereto,
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Ladies and Gentlemen:
Key Energy Services, Inc., a Maryland corporation (the "Company"), proposes,
upon the terms and conditions set forth in this agreement (this "Agreement"), to
issue and sell to you, as the initial purchasers (the "Initial Purchasers"),
$425,000,000 in aggregate principal amount of its 8.375% Senior Notes due 2014
(the "Notes"). The Notes (i) will have terms and provisions that are summarized
in the Offering Memorandum (as defined below) and (ii) are to be issued pursuant
to an Indenture (the "Indenture") to be entered into among the Company, the
Guarantors (as defined below) and The Bank of New York Trust Company, N.A., as
trustee (the "Trustee"). The Company's obligations under the Notes, including
the due and punctual payment of interest on the Notes, will be unconditionally
guaranteed (the "Guarantees") by the guarantors listed in Schedule II hereto
(collectively, the "Guarantors"). As used herein, the term "Notes" shall include
the Guarantees, unless the context otherwise requires. This constitutes the
agreement concerning the purchase of the Notes from the Company by the Initial
Purchasers.
1.
PURCHASE AND RESALE OF THE NOTES. THE
NOTES AND GUARANTEES WILL BE OFFERED AND SOLD TO THE INITIAL PURCHASERS WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), IN RELIANCE ON AN EXEMPTION PURSUANT TO SECTION 4(2) UNDER THE SECURITIES
ACT. THE COMPANY AND THE GUARANTORS HAVE PREPARED (I) A PRELIMINARY OFFERING
MEMORANDUM, DATED NOVEMBER 5, 2007 (THE "PRELIMINARY OFFERING MEMORANDUM"), (II)
A PRICING TERM SHEET SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS SCHEDULE III
(THE "PRICING TERM SHEET") SETTING FORTH THE TERMS OF THE NOTES OMITTED FROM THE
PRELIMINARY OFFERING MEMORANDUM AND (III) AN OFFERING MEMORANDUM, DATED
NOVEMBER 14, 2007 (THE "OFFERING MEMORANDUM"), SETTING FORTH INFORMATION
REGARDING THE COMPANY, THE GUARANTORS, THE NOTES, THE EXCHANGE NOTES (AS DEFINED
BELOW), THE GUARANTEES AND THE EXCHANGE GUARANTEES (AS DEFINED BELOW). THE
PRELIMINARY OFFERING MEMORANDUM, AS SUPPLEMENTED AND AMENDED AS OF THE
APPLICABLE TIME (AS DEFINED
BELOW), TOGETHER WITH THE PRICING TERM SHEET AND ANY OF THE DOCUMENTS LISTED ON
SCHEDULE IV HERETO ARE COLLECTIVELY REFERRED TO AS THE "PRICING DISCLOSURE
PACKAGE." THE COMPANY AND THE GUARANTORS HEREBY CONFIRM THAT THEY HAVE
AUTHORIZED THE USE OF THE PRICING DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM
IN CONNECTION WITH THE OFFERING AND RESALE OF THE NOTES BY THE INITIAL
PURCHASERS TO ELIGIBLE PERSONS (AS DEFINED BELOW). "APPLICABLE TIME" MEANS 4:33
P.M. (NEW YORK CITY TIME) ON THE DATE OF THIS AGREEMENT.
Any reference to the Preliminary Offering Memorandum, the Pricing Disclosure
Package or the Offering Memorandum shall be deemed to refer to and include the
Company's most recent Annual Report on Form 10-K and all subsequent documents
deemed "filed" with