SECOND AMENDMENT TO FORBEARANCE AGREEMENT
This Second Amendment to Forbearance Agreement, dated as of January 10, 2020 (this Agreement) is among KEY ENERGY SERVICES, INC., a Delaware corporation (the Borrower), the Lenders party to this Agreement, and CORTLAND PRODUCTS CORP., as agent (in such capacity, Agent), which amends that certain Forbearance Agreement, dated as of October 29, 2019, as amended by the Amendment to Forbearance Agreement, dated as of December 6, 2019 (as amended, the Forbearance Agreement), by and among the Borrower, the Agent and the Lenders party thereto.
W I T N E S S E T H:
WHEREAS, Borrower, the Lenders from time to time party thereto and the Agent are parties to that certain Term Loan and Security Agreement dated as of December 15, 2016 (as amended, supplemented, restated or otherwise modified from time to time, the Term 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 Term Loan Agreement or the Forbearance Agreement, as applicable);
WHEREAS, Borrower, the Lenders party thereto and the Agent are parties to the Forbearance Agreement, pursuant to which the Lenders party thereto and the Agent agreed to forbear from exercising certain default-related rights and remedies against Borrower and the other Obligors with respect to the Specified Defaults during the Forbearance Period;
WHEREAS, the Borrower has requested that the Required Lenders and the Agent agree to amend the Forbearance Agreement to extend the Forbearance Period set forth therein; and
WHEREAS, the Lenders party hereto (each, a Lender Party) and the Agent are willing to agree to such amendment on terms and subject to conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:
1. Amendment. Subject to the satisfaction of the conditions set forth in Section 3 hereof, Section 3(a) of the Forbearance Agreement is hereby amended by replacing the reference to January 10, 2020 set forth therein with January 31, 2020.
2. No Other Amendments or Waivers.
The Forbearance Agreement (as amended hereby), and the terms and provisions hereof and thereof, 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 forbearance expressly set forth in Section 3 of the Forbearance Agreement (as amended hereby), the Term Loan Agreement shall remain unchanged and in full force and effect. Except as expressly set forth in Section 3 of the Forbearance Agreement (as amended hereby), 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 Agent or the Lenders party thereto under the Term 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 Term Loan Agreement or any of the other Loan Documents. The agreements set forth within the Forbearance Agreement (as