AMENDMENT NO. 5 TO LOAN AGREEMENT
This Amendment No. 5 to Loan Agreement (this Agreement), dated as of August 28, 2020, is among KEY ENERGY SERVICES, INC., a Delaware corporation (the Company), KEY ENERGY SERVICES, LLC, a Texas limited liability company (Key Energy LLC, and together with the Company, collectively, Borrowers or Borrower), Lenders party to this Agreement constituting Required Lenders and BANK OF AMERICA, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, Administrative Agent).
W I T N E S S E T H:
WHEREAS, Borrowers, the Lenders from time to time party thereto, the Administrative Agent, and Bank of America, N.A., as Collateral Agent, are parties to that certain Loan and Security Agreement dated as of December 15, 2016 (as amended, supplemented, restated or otherwise modified from time to time prior to the date hereof, the Existing Loan Agreement; unless otherwise defined herein, capitalized terms used herein that are not otherwise defined herein shall have the respective meanings assigned to such terms in the Amended Loan Agreement defined below); and
WHEREAS, the Borrowers have requested that the Lenders and the Administrative Agent amend certain provisions of the Existing Loan Agreement, and, subject to the satisfaction of the conditions set forth herein, the Lenders signatory hereto and the Administrative Agent are willing to do so, on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:
1. Amendments. Borrower, Lenders party hereto and Administrative Agent agree that the Existing Loan Agreement shall hereby be amended to delete the stricken text (indicated textually in the same manner as the following example:
stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double underlined text) as set forth in Exhibit A attached hereto (the Existing Loan Agreement as so amended, the Amended Loan Agreement).
2. No Other Amendments or Waivers.
This Agreement, and the terms and provisions hereof, constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes any and all prior or contemporaneous amendments relating to the subject matter hereof. Except for the amendments to the Existing Loan Agreement set forth in Section 1 hereof, the Existing Loan Agreement shall remain unchanged and in full force and effect. The execution, delivery, and performance of this Agreement shall not operate as a waiver of or as an amendment of, any right, power, or remedy of Administrative Agent or the Lenders under the Existing Loan Agreement or any of the other Loan Documents as in effect prior to the date hereof, nor constitute a waiver of any provision of the Existing Loan Agreement or any of the other Loan Documents except for the amendments to the Existing Loan Agreement as set forth in Section 1 hereof. The agreements set forth herein are limited to the specifics hereof, shall not apply with respect to any facts or occurrences other than those on which the same are based, shall not excuse future non-compliance under the Amended Loan Agreement or other Loan Documents, and shall not operate as a consent to any further or other matter, under the Loan Documents.
3. Conditions Precedent. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent on the date hereof: