Exhibit 10.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of May 30,
2008, by and among KEY ENERGY SERVICES, LLC, a Texas limited liability company
("Buyer") and E. KENT TOLMAN, NITA TOLMAN, RONALD D. JONES and MELINDA JONES
(collectively, the "Shareholders").
W I T N E S S E T H:
WHEREAS, the Shareholders collectively own all of the issued and outstanding
capital stock (the "Company Shares") of HYDRA-WALK INC., an Oklahoma corporation
(the "Company");
WHEREAS, the Company is engaged in the business of manufacturing and leasing
pipe-handling equipment and providing pipe-handling services to the oil and gas
industry (the "Business");
WHEREAS, the Shareholders desire to sell to Buyer, and Buyer desires to purchase
from the Shareholders, all of the Company Shares.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements herein contained, the parties hereto hereby agree as follows:
ARTICLE 1
PURCHASE AND SALE
1.1.
PURCHASE AND SALE OF THE COMPANY SHARES.
(A)
PURCHASE AND SALE.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, ON THE DATE HEREOF, THE SHAREHOLDERS AGREE TO SELL AND CONVEY TO
BUYER, FREE AND CLEAR OF ALL ENCUMBRANCES (AS DEFINED IN SECTION 1.2(F) HEREOF),
AND BUYER AGREES TO PURCHASE AND ACCEPT FROM THE SHAREHOLDERS, ALL OF THE
COMPANY SHARES.
IN CONSIDERATION OF THE SALE OF THE COMPANY SHARES, BUYER SHALL
PAY TO THE SHAREHOLDERS A PURCHASE PRICE OF $9,850,000.00 PLUS THE OUTSTANDING
VEHICLE LOAN BALANCES IN CASH, REDUCED OR INCREASED, AS THE CASE MAY BE, ON A
DOLLAR-FOR-DOLLAR BASIS BY THE AMOUNT, IF ANY, BY WHICH CLOSING WORKING CAPITAL
(ESTIMATED AS SET FORTH IN SECTION 1.1(D) HEREOF) IS LESS THAN OR MORE THAN,
RESPECTIVELY, $1,100,000.00 (SUCH AMOUNT, AS FINALLY DETERMINED PURSUANT TO
SECTION 1.1(D), THE "PURCHASE PRICE").
FOR PURPOSES OF THIS AGREEMENT, "CLOSING
WORKING CAPITAL" MEANS (I) THE AGGREGATE AMOUNT OF CURRENT ASSETS OF THE COMPANY
ON THE CLOSING DATE (HEREIN DEFINED) MINUS (II) THE AGGREGATE AMOUNT OF CURRENT
LIABILITIES OF THE COMPANY, IN EACH CASE DETERMINED ON THE CLOSING DATE ON A
BASIS PREPARED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES. FOR PURPOSES OF THIS AGREEMENT, "OUTSTANDING VEHICLE LOAN
BALANCES" MEANS (I) FIFTY PERCENT (50%) OF THE AMOUNT OUTSTANDING ON THE CLOSING
DATE OF LOANS OBTAINED PRIOR TO JANUARY 31, 2008 TO ACQUIRE VEHICLES FOR THE
COMPANY AND (II) ALL OF THE OUTSTANDING
AMOUNT, UP TO A MAXIMUM OF $100,000.00, OF LOANS ON FOUR VEHICLES, IDENTIFIED AS
#50, #51, #52, AND #53, OBTAINED FOR THE COMPANY AFTER JANUARY 31, 2008.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE OUTSTANDING VEHICLE LOAN
BALANCES BE PAID BY BUYER UNLESS AND UNTIL THE SHAREHOLDERS PAY OFF IN FULL ALL
LOANS OBTAINED TO ACQUIRE VEHICLES AND PROVIDE BUYER WITH EVIDENCE OF SUCH
PAYOFF AND RELEASE OF ANY LIENS RELATING THERETO.
(B)
PAYMENT OF PURCHASE PRICE.
THE PURCHASE PRICE SHALL BE ALLOCATED
AMONG THE SHAREHOLDERS (FOR PAYMENT PURPOSES) AS SET FORTH ON SCHEDULE
1.1(B) HERETO.
(C)
ALLOCATION OF PURCHASE PRICE.
THE