NINTH AMENDMENT TO CREDIT AGREEMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)
THIS NINTH AMENDMENT TO CREDIT AGREEMENT (the "Ninth Amendment") is dated
as of September 17, 2001 and is made by and among KEY ENERGY SERVICES, INC.
(formerly known as Key Energy Group, Inc.), a Maryland corporation (the
"Borrower"), the LENDERS (as defined in the Credit Agreement), PNC BANK,
NATIONAL ASSOCIATION, as Administrative Agent (the "Administrative Agent"),
NORWEST BANK TEXAS, N.A., as Collateral Agent and PNC CAPITAL MARKETS, INC., as
Arranger.
WITNESSETH:
WHEREAS, the Borrower, the Lenders, the Administrative Agent, the
Collateral Agent and the Arranger are party to that certain Second Amended and
Restated Credit Agreement, dated as of June 6, 1997, as amended and restated
through September 14, 1998, and as amended by the First Amendment dated as of
November 19, 1998, the Second Amendment dated as of December 29, 1998, the Third
Amendment dated as of April 8, 1999, the Fourth Amendment dated as of April 15,
1999, the Fifth Amendment dated as of May 10, 1999, the Sixth Amendment dated as
of July 14, 1999, the Seventh Amendment dated as of March 1, 2000, and the
Eighth Amendment and Consent dated as of February 21, 2001 (as amended,
restated, supplemented or modified, the "Credit Agreement");
WHEREAS, the Borrower has requested that the Lenders amend those
provisions contained in Section 7.8 of the Credit Agreement which limit the
amount of Capital Expenditures which the Borrower and its Subsidiaries may incur
during the fiscal year ended June 30, 2001, subject to the terms and conditions
hereof; and
WHEREAS, capitalized terms used herein shall have the meanings given to
them in the Credit Agreement.
NOW, THEREFORE, the parties hereto and in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:
AMENDMENT TO SECTION 7.8 [LIMITATION ON CAPITAL EXPENDITURES].
The third line of the grid contained in Section 7.8 of the Credit
Agreement which currently reads: "2001 $65,000,000" is hereby amend to read
as follows:
"2001 $67,000,000"
The first sentence of the text immediately following such grid
(which begins: "Any amount permitted by the foregoing provision . . ." is hereby
amended and restated to read as follows:
"Any amount permitted by the foregoing provision to be expended as
Capital Expenditures in any fiscal year and not so expended may be
carried over for expenditure in the immediately succeeding fiscal
year (each a "Capital Expenditure Carryover"), and any amounts so
carried over to the immediately
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succeeding fiscal year shall be deemed the first amounts spent
during such immediately succeeding fiscal year, provided that all
Capital Expenditure Carryovers existing on June 30, 2001 (on account
of fiscal years ending on or before such date) shall be deemed to be
used on such date and shall not be available for carryover to the
fiscal year ending June 30, 2002 or any fiscal year thereafter."
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EFFECTIVE DATE. THE LENDERS ACKNOWLEDGE THAT (SUBJECT TO SATISFACTION OF
THE CONDITIONS TO EFFECTIVENESS CONTAINED IN SECTION 4 OF THIS NINTH
AMENDMENT) THE AMENDMENT CONTAINED IN SECTION 1 OF THIS NINTH AMENDMENT
(WHICH AMENDS SECTION 7.8 OF THE CREDIT AGREEMENT) IS DEEMED TO BE
EFFECTIVE AS OF JUNE 30, 2001.
REPRESENTATIONS AND WARRANTIES. THE BORROWER REPRESENTS AND WARRANTS TO THE
ADMINISTRATIVE AGENT AND THE LENDERS THAT, BY ITS EXECUTION AND DELIVERY
HEREOF TO THE ADMINISTRATIVE AGENT, AS OF THE EFFECTIVE DATE, AFTER GIVING
EFFECT TO THIS NINTH AMENDMENT, NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING, AND THE REPRESENTATIONS AND WARRANTIES MADE BY THE
BORROWER AND THE OTHER LOAN PARTIES IN OR PURSUANT TO THE CREDIT AGREEMENT
OR ANY LOAN DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND
AS OF THE EFFECTIVE DATE AS IF MADE ON SUCH DATE (EXCEPT TO THE EXTENT THAT
ANY SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN EARLIER
DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES WERE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH EARLIER DATE).
CONDITIONS TO EFFECTIVENESS OF THIS NINTH AMENDMENT. THIS NINTH AMENDMENT
SHALL BECOME EFFECTIVE ON THE DATE ON WHICH THE FOLLOWING CONDITIONS HAVE
OCCURRED (THE "EFFECTIVE DATE"): (a) THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A COPY OF THIS NINTH AMENDMENT DULY EXECUTED AND DELIVERED BY A
DULY AUTHORIZED OFFICER OF THE BORROWER, THE REQUIRED LENDERS AND THE
ADMINISTRATIVE AGENT, (b) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE
ACKNOWLEDGMENT AND CONSENT, ATTACHED HERETO AS EXHIBIT A, EXECUTED AND
DELIVERED BY A DULY AUTHORIZED OFFICER OF EACH OF THE SIGNATORIES THERETO,
(c) NO DEFAULT OR EVENT OF DEFAULT, OTHER THAN THAT WAIVED UNDER, OR CURED
BY THE AMENDMENT CONTEMPLATED BY, THIS NINTH AMENDMENT, SHALL EXIST AND BE
CONTINUING, AND (d) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH OTHER
CORPORATE DOCUMENTS AND RESOLUTIONS AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST.
MISCELLANEOUS.
CONTINUING EFFECT OF THE CREDIT AGREEMENT. This Ninth Amendment
shall not constitute an amendment or waiver of or consent to any provision
of the Credit Agreement not expressly referred to herein and shall not be
construed as an amendment, waiver or consent to any action on the part of
the Borrower that would require an amendment, waiver or consent of the
Agents or the Lenders except as expressly stated herein. Except as expressly
consented to hereby, the provisions of the Credit Agreement and the other
Loan Documents are and shall remain in full force and effect.
FEES AND EXPENSES. The Borrower agrees to pay or reimburse the
Administrative Agent on demand for all its reasonable out-of-pocket costs
and expenses incurred in connection with the preparation and execution of
this Amendment, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent.
COUNTERPARTS. This Ninth Amendment may be executed in any number
of counterparts (including by telecopy) by the parties hereto, each of which
counterparts when so executed shall be an original, but all counterparts
taken together shall constitute one and the same instrument.
GOVERNING LAW. THIS NINTH AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS NINTH
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AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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[SIGNATURE PAGE 1 OF 6 TO NINTH AMENDMENT TO CREDIT AGREEMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
IN WITNESS WHEREOF, the parties hereto have caused this Ninth
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
KEY ENERGY SERVICES, INC. (formerly known as
Key Energy Group, Inc.)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Execut. Vice Pres. & CFO
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PNC BANK, NATIONAL ASSOCIATION, as
Administrative Agent and as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Managing Director
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[SIGNATURE PAGE 2 OF 6 TO NINTH AMENDMENT TO CREDIT AGREEMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
BANK POLSKA KASA OPIEKI S.A.,
PEKAO S.A. GROUP, NEW YORK BRANCH
By: /s/ Hussein R. El-▇▇▇▇▇
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Title: Vice President
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[SIGNATURE PAGE 3 OF 6 TO NINTH AMENDMENT TO CREDIT AGREEMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
BANK LEUMI, USA
By: /s/ ▇▇▇▇▇ ▇▇▇ Hong
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Title: Vice President
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[SIGNATURE PAGE 4 OF 6 TO NINTH AMENDMENT TO CREDIT AGREEMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
BEAR ▇▇▇▇▇▇▇ INVESTMENT PRODUCT INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Authorized Signatory
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BEAR ▇▇▇▇▇▇▇ CORPORATE LENDING INC.
By: /s/ ▇▇▇▇▇▇ ▇. Buzzacchelli
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Title: Managing Director
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[SIGNATURE PAGE 5 OF 6 TO NINTH AMENDMENT TO CREDIT AGREEMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By: Pilgrim Investments, Inc.,
as its Investment Manager
By:
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Title:
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PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc.,
as its Investment Manager]
By:
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Title:
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[SIGNATURE PAGE 6 OF 6 TO NINTH AMENDMENT TO CREDIT AGREEMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
▇▇▇▇▇▇ COMMERCIAL PAPER, INC.
By:
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Title:
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EXHIBIT A
ACKNOWLEDGMENT AND CONSENT
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned corporations, as a guarantor under that
certain Amended and Restated Master Guarantee and Collateral Agreement, dated as
of June 6, 1997, as amended and restated through September 14, 1998 (as amended,
supplemented or otherwise modified from time to time, the "GUARANTEE"), made by
each of such corporations in favor of the Collateral Agent, acknowledges the
foregoing amendment and waiver and confirms and agrees that the Guarantee is,
and shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects and the Guarantee and all of the Collateral (as
defined in the Guarantee) do, and shall continue to, secure the payment of all
of the Obligations (as defined in the Guarantee) pursuant to the terms of the
Guarantee. Capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement referred to in the Ninth
Amendment to Credit Agreement to which this Acknowledgment and Consent is
attached.
YALE E. KEY, INC.
KEY ENERGY DRILLING, INC.
WELLTECH EASTERN, INC.
ODESSA EXPLORATION INCORPORATED
KALKASKA OILFIELD SERVICES, INC.
WELL-CO OIL SERVICE, INC.
▇▇▇▇▇▇▇ WELL SERVICE, INC.
▇▇▇▇▇▇ WELL SERVICE, INC.
RAM OIL WELL SERVICE, INC.
▇▇▇▇▇▇▇ TRUCKING CO., INC.
LANDMARK FISHING & RENTAL, INC.
▇▇▇▇▇▇ WELL SERVICE, INC.
FRONTIER WELL SERVICE, INC.
KEY ROCKY MOUNTAIN, INC.
KEY FOUR CORNERS, INC.
▇▇▇▇▇ SERVICE CO.
▇▇▇▇▇ WELL SERVICE, INC.
▇▇▇▇▇ TRANSPORTATION, INC.
INDUSTRIAL OILFIELD SUPPLY, INC.
▇▇▇▇▇▇ WELL SERVICING, INC.
▇▇▇▇▇▇ BROTHERS, INC.
▇.▇. ▇▇▇▇▇▇ WELL SERVICE COMPANY
KEY ENERGY SERVICES-SOUTH TEXAS, INC.
▇▇▇▇▇▇ OILFIELD SERVICE & SUPPLY, INC.
WELLTECH MID-CONTINENT, INC.
▇▇▇▇▇▇ PRODUCTION MANAGEMENT, INC.
▇▇▇▇▇▇ PRODUCTION ACQUISITION CORP.
▇▇▇▇▇▇ PRODUCTION ▇▇▇▇▇▇, INC.
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KEY ENERGY SERVICES-CALIFORNIA, INC.
By:
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Title:
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▇▇▇▇▇▇ PRODUCTION PARTNERS, L.P.
By: ▇▇▇▇▇▇ PRODUCTION MANAGEMENT, INC.,
its sole general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Managing Director
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