AMENDMENT NO. 1 TO
AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT
This Amendment No. 1, dated as of August 26, 2020 (this Amendment), to the Amended and Restated Term Loan and Security Agreement, dated as of March 6, 2020 (the Existing Credit Agreement, and as further amended by this Amendment, the Amended Credit Agreement), among KEY ENERGY SERVICES, INC., a Delaware corporation (the Borrower), certain subsidiaries of the Borrower named as guarantors therein, the financial institutions party thereto as Lenders, CORTLAND PRODUCTS CORP., a Delaware corporation, as agent for the Lenders (the Co-Agent), and CORTLAND CAPITAL MARKET SERVICES LLC, a Delaware limited liability company, as agent for the Lenders solely with respect to Vehicles (the Vehicle Agent and, together with the Co-Agent, Agent). Capitalized terms used and not otherwise defined herein shall have the meaning assigned to such terms in the Amended Credit Agreement.
WHEREAS, the Borrower desires to amend the Existing Credit Agreement on the terms set forth herein; and
WHEREAS, Section 15.1.1 of the Existing Credit Agreement provides that the relevant Loan Parties and the Required Lenders may amend the Existing Credit Agreement and the other Loan Documents for certain purposes.
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
SECTION 1. AMENDMENTS.
(a) Defined Terms. Section 1.1 of the Existing Credit Agreement is hereby amended as follows:
(i) The following defined term is added in the correct alphabetical order to Section 1.1 of the Existing Credit Agreement:
Sale and Lease-Back Transaction as defined in Section 10.2.15.
(ii) The following defined term is hereby amended and restated in its entirety to read as follows in Section 1.1 of the Existing Credit Agreement:
Asset Disposition a sale, lease, license, consignment, transfer or other disposition, including any disposition in connection with a Sale and Lease-Back Transaction or synthetic lease, to any Person other than an Obligor of any Property of such Person (other than (i) inventory, damaged, obsolete or worn out assets, scrap and Cash Equivalents, in each case disposed of in the Ordinary Course of Business, (ii) dispositions between or among Unrestricted Subsidiaries, (iii) assets referred to in Section 10.2.9(l), and (iv) any sale, transfer or other disposition or series of related sales, transfers or other dispositions (including in connection with any one or more Sale and Lease-Back Transactions or synthetic leases) having a value not in excess of $10,000,000 in the aggregate for all such sales, transfers or other dispositions).