FOURTH AMENDMENT TO FORBEARANCE AGREEMENT
This Fourth Amendment to Forbearance Agreement, dated as of January 31, 2020 (this Agreement) 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 and BANK OF AMERICA, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, Administrative 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, the Second Amendment to Forbearance Agreement and Amendment No. 2 to Loan Agreement, dated as of December 20, 2019 and the Third Amendment to Forbearance Agreement, dated as of January 10, 2020 (as amended, the Forbearance Agreement), by and among the Borrowers, the Administrative Agent and the Lenders.
W I T N E S S E T H:
WHEREAS, Borrowers, the Lenders from time to time party thereto and the Administrative 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, the 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 Loan Agreement or the Forbearance Agreement, as applicable);
WHEREAS, Borrowers, the Lenders and the Administrative Agent are parties to the Forbearance Agreement, pursuant to which the Lenders and the Administrative Agent agreed to forbear from exercising certain default-related rights and remedies against Borrowers and the other Obligors with respect to the Specified Defaults during the Forbearance Period;
WHEREAS, on January 24, 2020, Borrowers and certain parties to the Term Loan Credit Agreement entered into that certain Restructuring Support Agreement (as amended, modified or supplemented from time to time, the RSA), pursuant to which, among other things, the parties thereto have agreed to (i) extend the forbearance period under the Term Loan Forbearance Agreement until the date on which the RSA has been validly terminated in accordance with its terms and (ii) use their respective commercially reasonable best efforts to consummate the Restructuring (as defined therein);
WHEREAS, the Borrowers have requested that the Lenders and the Administrative Agent agree to amend the Forbearance Agreement to extend the Forbearance Period set forth therein; and
WHEREAS, the Lenders and the Administrative 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:
1.1 The Recitals to the Forbearance Agreement are hereby amended and restated to read in their entirety as follows: