UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 6, 2016 (June 6, 2016)
KEY ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
Maryland | 001-08038 | 04-2648081 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1301 McKinney Street, Suite 1800
Houston, Texas 77010
(Address of principal executive offices and Zip Code)
713-651-4300
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
As disclosed in Key Energy Services, Inc.s (the Company) Quarterly Report on Form 10-Q for the three months ended March 31, 2016, the Company believes it was in compliance with the asset coverage covenants contained in its credit facilities for the period ended as of March 31, 2016. Also as disclosed, in connection with a disagreement with its lenders over such covenants, the Company entered into a Forbearance Agreement dated May 11, 2016 (the Term Loan Forbearance) with certain of the lenders under its term loan facility and a Limited Consent and Forbearance Agreement dated May 11, 2016 (together with the Term Loan Forbearance, the Forbearance Agreements) with certain of the lenders under its ABL facility. Pursuant to the Forbearance Agreements, the applicable lenders agreed that they would forbear through June 6, 2016 from exercising remedies available to them in respect of the identified matters.
On June 6, 2016, the Company and certain of its lenders agreed to amend the Forbearance Agreements to extend the forbearance period thereunder from June 6, 2016 to June 20, 2016. As consideration for the term loan lenders forbearance, the Company prepaid $2.5 million in principal and accrued interest under the term loan facility. The Company remains in active discussions with its lenders and noteholders regarding transactions and alternatives designed to reduce its debt and improve its liquidity.
The foregoing description is qualified in its entirety by reference to the full text of the amendments to the Forbearance Agreements, copies of which are attached hereto as Exhibits 10.1 and 10.2, and are incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
10.1 | Amendment No. 1 dated June 6, 2016 to that certain Forbearance Agreement dated as of May 11, 2016, among Key Energy Services, Inc., each of the guarantors party thereto, each of the Lenders party thereto and Cortland Capital Market Services LLC, as administrative agent for the Lenders. | |
10.2 | Amendment No. 1 dated June 6, 2016 to that certain Limited Consent to Loan Agreement and Forbearance Agreement, dated May 11, 2016, among Key Energy Services, Inc., Key Energy Services, LLC, certain subsidiaries of the Borrowers as Guarantors, Lenders and Co-Collateral Agents party thereto and Bank of America, N.A., as administrative agent for the Lenders. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KEY ENERGY SERVICES, INC. | ||||||
Date: June 6, 2016 | By: |
/s/ J. Marshall Dodson |
||||
J. Marshall Dodson | ||||||
Senior Vice President and Chief Financial Officer |
Exhibit Index
Exhibit
No. |
Description | |
10.1 | Amendment No. 1 dated June 6, 2016 to that certain Forbearance Agreement dated as of May 11, 2016, among Key Energy Services, Inc., each of the guarantors party thereto, each of the Lenders party thereto and Cortland Capital Market Services LLC, as administrative agent for the Lenders. | |
10.2 | Amendment No. 1 dated June 6, 2016 to that certain Limited Consent to Loan Agreement and Forbearance Agreement, dated May 11, 2016, among Key Energy Services, Inc., Key Energy Services, LLC, certain subsidiaries of the Borrowers as Guarantors, Lenders and Co-Collateral Agents party thereto and Bank of America, N.A., as administrative agent for the Lenders. |
Exhibit 10.1
FORBEARANCE AGREEMENT AMENDMENT NO. 1
THIS AMENDMENT NO. 1 dated as of June 6, 2016 (this Amendment No. 1 ) to the FORBEARANCE AGREEMENT dated as of May 11, 2016 (the Forbearance Agreement ), is entered into by and among KEY ENERGY SERVICES, INC., a Maryland corporation (the Borrower ), each of the guarantors party hereto (the Guarantors ), each of the lenders party hereto (the Consenting Lenders and collectively with each other lender under the Credit Agreement (as defined below), the Lenders ) and CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent and collectively with the Borrower, the Guarantors and the Lenders, the Parties )
WHEREAS, the Parties desire to amend the Forbearance Agreement to extend the term of the Forbearance Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms . Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement or the Forbearance Agreement, as applicable. Unless otherwise indicated, all section references in this Amendment No. 1 refer to sections of the Credit Agreement.
Section 2. Forbearance . Section 2.1 of the Forbearance Agreement is hereby amended and replaced in its entirety as follows:
The Forbearance Period shall commence on the Effective Time, and shall terminate immediately and automatically upon the earliest to occur of (i) June 20, 2016, at 11:59 p.m. New York time (the Forbearance Termination Date ) and (ii) the termination of this Forbearance pursuant to Section 2.3 below.
Section 3. Conditions to Effectiveness of this Amendment No. 1 .
This Amendment No. 1 shall become effective (the date of such effectiveness being referred to herein as the Effective Time ) upon (i) the Administrative Agent having received from the Borrower, the Guarantors and the Consenting Lenders sufficient to constitute the Required Lenders, counterparts of this Amendment No. 1 signed on behalf of such Person, (ii) execution of this Amendment No. 1 by the Administrative Agent and, (iii) receipt by the Administrative Agent of $2.5 million in cash (the Forbearance Payment ), which payment shall be applied to prepay $2,457,321.11 in outstanding principal and $42,678.89 in accrued and unpaid interest on such principal amount of the loans outstanding under the Credit Agreement in accordance with Section 5.3.1 of the Credit Agreement. As of the Effective Time, notwithstanding any provision to the contrary in the Credit Agreement, (a) the Consenting Lenders, who constitute Required Lenders under the Credit Agreement, hereby irrevocably waive and direct the Administrative Agent to waive, (1) payment of the Applicable Premium in respect of the Forbearance Payment and (2) the requirement that the Borrower provide three business days notice prior to any prepayment of any LIBOR Loans in connection with the Forbearance Payment and (b) the Borrower hereby irrevocably agrees to waive its right to apply the Forbearance Payment to the principal repayment installments set forth in Section 5.2.1 of the Credit Agreement prior to the Maturity Date.
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Section 4. Miscellaneous
4.1 Counterparts . This Amendment No. 1 may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Amendment No. 1 by facsimile or electronic transmission in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart hereof.
4.2 GOVERNING LAW . THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[SIGNATURES BEGIN NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed as of the date first written above.
BORROWER: | KEY ENERGY SERVICES, INC. | |||||
By: | /s/ J. Marshall Dodson | |||||
Name: | J. Marshall Dodson | |||||
Title: | Senior Vice President and Chief Financial Officer |
GUARANTORS: | KEY ENERGY SERVICES, LLC | |||||
By: | /s/ J. Marshall Dodson | |||||
Name: | J. Marshall Dodson | |||||
Title: | Senior Vice President and Chief Financial Officer |
KEY ENERGY MEXICO, LLC | ||||||
By: | /s/ J. Marshall Dodson | |||||
Name: | J. Marshall Dodson | |||||
Title: | Senior Vice President and Chief Financial Officer |
[Signature Page to Amendment No. 1 to Forbearance Agreement]
ADMINISTRATIVE AGENT: |
CORTLAND CAPITAL MARKET SERVICES, LLC as the Administrative Agent |
|||||
By: | /s/ Emily Ergang Pappas | |||||
Name: | Emily Ergang Pappas | |||||
Title: | Associate Counsel |
[Signature Page to Amendment No. 1 to Forbearance Agreement]
LENDERS: |
DW CATALYST MASTER FUND, LTD. , individually as a Lender |
|||||
By: |
DW Partners, LP, its investment manager | |||||
By: | /s/ Shawn Singh | |||||
Name: | Shawn Singh | |||||
Title: | General Counsel |
[Signature Page to Amendment No. 1 to Forbearance Agreement]
MURRAY HILL FUNDING ulc , individually as a Lender |
||
By: | /s/ Mobasharul Islam | |
Name: | Mobasharul Islam | |
Title: | Authorized Signatory |
[Signature Page to Amendment No. 1 to Forbearance Agreement]
CERBERUS ASRS FUNDING LLC , as a Lender |
||
By: | /s/ Kevin P. Genda | |
Name: | Kevin P. Genda | |
Title: | Vice President |
CERBERUS AUS LEVERED II LP as a Lender |
||
By: | CAL II GP LLC | |
Its: | General Partner | |
By: | /s/ Kevin P. Genda | |
Name: | Kevin P. Genda | |
Title: | Vice President |
CERBERUS ICQ LEVERED LLC , as a Lender |
||
By: | /s/ Kevin P. Genda | |
Name: | Kevin P. Genda | |
Title: | Vice President |
CERBERUS KRS LEVERED LLC , as a Lender |
||
By: | /s/ Kevin P. Genda | |
Name: | Kevin P. Genda | |
Title: | Vice President |
CERBERUS N-1 FUNDING LLC , as a Lender |
||
By: | /s/ Kevin P. Genda | |
Name: | Kevin P. Genda | |
Title: | Vice President |
CERBERUS OFFSHORE LEVERED II LP as a Lender |
||
By: | COL II GP LLC | |
Its: | General Partner | |
By: | /s/ Kevin P. Genda | |
Name: | Kevin P. Genda | |
Title: | Vice President |
[Signature Page to Amendment No. 1 to Forbearance Agreement]
CERBERUS SWC LEVERED LOAN OPPORTUNITIES MASTER FUND, L.P. as a Lender |
||
By: |
Cerberus SWC Levered Opportunities GP, LLC |
|
Its: | General Partner | |
By: | /s/ Kevin P. Genda | |
Name: | Kevin P. Genda | |
Title: | Senior Managing Director |
[Signature Page to Amendment No. 1 to Forbearance Agreement]
TAO FUND LLC , as a Lender |
||
By: | /s/ David Stiepteman | |
Name: | David Stiepteman | |
Title: | Vice President |
TPG SPECIALTY LENDING, INC, as a Lender |
||
By: | /s/ Josh Easterly | |
Name: | Josh Easterly | |
Title: | Co-Chief Executive Officer |
[Signature Page to Amendment No. 1 to Forbearance Agreement]
TENNENBAUM ENERGY OPPORTUNITIES CO., LLC TENNENBAUM ENHANCED YIELD OPERATING I, LLC TENNENBAUM SENIOR LOAN FUND V, LLC TENNENBAUM SENIOR LOAN FUNDING III, LLC TENNENBAUM SENIOR LOAN SPV, LLC, as Lenders |
||
On behalf of each of the above entities: | ||
By: | Tennenbaum Capital Partners, LLC | |
Its: | Investment Manager | |
By: | /s/ David | |
Name: | David | |
Title: | Partner |
[Signature Page to Amendment No. 1 to Forbearance Agreement]
BLUE MOUNTAIN SUMMIT TRADING L.P., as a Lender |
||
By: | /s/ David M. OMara | |
Name: | David M. OMara | |
Title: | Deputy General Counsel |
[Signature Page to Amendment No. 1 to Forbearance Agreement]
BLT 13 LLC , as a Lender |
||
By: | /s/ Michael Wotanowski | |
Name: | Michael Wotanowski | |
Title: | Authorized Signatory |
[Signature Page to Amendment No. 1 to Forbearance Agreement]
CONTRARIAN CAPITAL MANAGEMENT, L.L.C. , as Lenders |
||
On behalf of various managed accounts and affiliated entities | ||
By: | /s/ Jon Bauer | |
Name: | Jon Bauer | |
Title: | Authorized Signatory |
[Signature Page to Amendment No. 1 to Forbearance Agreement]
QPB HOLDINGS LTD. , as a Lender |
||
By: | /s/ Thomas L. OGrady | |
Name: | Thomas L. OGrady | |
Title: | Attorney-in-Fact |
[Signature Page to Amendment No. 1 to Forbearance Agreement]
SPCP GROUP, LLC , as a Lender |
||
By: | /s/ Michael A. Gatto | |
Name: | Michael A. Gatto | |
Title: | Authorized Signatory |
[Signature Page to Amendment No. 1 to Forbearance Agreement]
SPECIAL SITUATIONS INVESTING GROUP, INC. , as a Lender |
||
By: | /s/ Daniel S. Oneglia | |
Name: | Daniel S. Oneglia | |
Title: | Authorized Signatory |
[Signature Page to Amendment No. 1 to Forbearance Agreement]
WHITEBOX CREDIT PARTNERS, LP , WHITEBOX MULTI-STRATEGY PARTNERS, LP WHITEBOX RELATIVE VALUE PARTNERS, LP, as Lenders |
||
On behalf of each of the above entities: | ||
By: | Whitebox Advisors LLC | |
Its: | Investment Manager | |
By: | /s/ Mark Strefling | |
Name: | Mark Strefling | |
Title: | General Counsel & Chief Operating Officer, Whitebox Advisors LLC |
[Signature Page to Amendment No. 1 to Forbearance Agreement]
Exhibit 10.2
Execution Version
LIMITED CONSENT AND AMENDMENT TO LIMITED CONSENT TO LOAN AGREEMENT
AND FORBEARANCE AGREEMENT
This Limited Consent and Amendment to Limited Consent to Loan Agreement and Forbearance Agreement (this Agreement ), dated as of June 6, 2016, is among KEY ENERGY SERVICES, INC., a Maryland corporation (the Company ), KEY ENERGY SERVICES, LLC, a Texas limited liability company ( Key Energy LLC , and together with the Company, collectively, Borrowers ), certain subsidiaries of the Borrowers as Guarantors, Lenders and Co-Collateral Agents 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 ).
W I T N E S S E T H :
WHEREAS, Borrowers, certain subsidiaries of Borrowers as Guarantors from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Co-Collateral Agents, are parties to that certain Loan and Security Agreement dated as of June 1, 2015 (as amended, supplemented, restated or otherwise modified from time to time, the Loan Agreement ; capitalized terms not otherwise defined herein having the definitions provided therefor in the Loan Agreement) and to certain other documents executed in connection with the Loan Agreement;
WHEREAS, Borrowers, certain subsidiaries of Borrowers as Guarantors, the Lenders party thereto, and the Administrative Agent are parties to that certain Limited Consent to Loan Agreement and Forbearance Agreement, dated as of May 11, 2016 (the Limited Consent and Forbearance Agreement );
WHEREAS, the Company, as borrower, each of the guarantors party thereto, each of the lenders party thereto and Cortland Capital Market Services LLC, as administrative agent, are parties to a Forbearance Agreement, dated as of May 11, 2016, relating to the Term Loan Credit Agreement (the Term Loan Forbearance Agreement );
WHEREAS, the Company, as borrower, each of the guarantors party thereto, each of the lenders party thereto and Cortland Capital Market Services LLC, as administrative agent, are parties to an amendment to the Term Loan Forbearance Agreement, a copy of which is attached as Exhibit A hereto (the Term Loan Forbearance Agreement Amendment );
WHEREAS, the Borrowers have requested that the Lenders consent to the prepayment of the Term Loans in a principal amount of up to $2,500,000 pursuant to Section 3 of the Term Loan Forbearance Agreement Amendment (such repayment, the Specified Term Loan Repayment );
WHEREAS, the Lenders are willing to provide such consent on terms and subject to conditions set forth herein;
WHEREAS, the Borrowers have further requested that the Lenders and the Administrative Agent amend the Limited Consent and Forbearance Agreement as set forth herein; and
WHEREAS, the Lenders and the Administrative Agent are willing to so amend the Limited Consent and Forbearance Agreement on terms and subject to conditions set forth herein.
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NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:
NOW, THEREFORE, the parties hereto agree as follows:
1. Limited Consent . Notwithstanding anything to the contrary contained in Section 10.2.16(c)(iii)(x) of the Loan Agreement, Administrative Agent and the Lenders signatory hereto constituting Required Lenders hereby consent to the Specified Term Loan Repayment, provided that (i) the Specified Term Loan Repayment is made on or before June 6, 2016 and (ii) no proceeds of Revolver Loans are used to fund the Specified Term Loan Repayment.
The consents contained in this Section 1 are limited consents and (i) shall only be relied upon and used for the specific purpose set forth herein, (ii) shall not constitute nor be deemed to constitute a waiver of (a) any Default or Event of Default or (b) any term or condition of the Loan Agreement and the other Loan Documents, (iii) shall not constitute nor be deemed to constitute a consent by the Administrative Agent or any Lender to anything other than the specific purpose set forth herein and (iv) shall not constitute a custom or course of dealing among the parties hereto.
2. Amendment to Limited Consent and Forbearance Agreement . The Limited Consent and Forbearance Agreement is hereby amended by replacing the phrase (ii) June 6, 2016, at 11:59 p.m. New York time appearing in Section 2.2 thereof with the phrase (ii) June 20, 2016, at 11:59 p.m. New York time.
3. 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 Loan Agreement expressly set forth in Section 1 hereof and the amendments to to the Limited Consent and Forbearance Agreement expressly set forth in Section 2 hereof, the Limited Consent and Forbearance Agreement and the Loan Agreement shall remain unchanged and in full force and effect. Except as expressly set forth in Section 1 and Section 2 hereof, 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 Limited Consent and Forbearance Agreement, the 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 Limited Consent and Forbearance Agreement, the Loan Agreement or any of the other Loan Documents. 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 Limited Consent and Forbearance Agreement, the Loan Agreement or other Loan Documents, and shall not operate as a consent to any further or other matter, under the Loan Documents.
4. Conditions Precedent . The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent on the date hereof:
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4.1 Execution of Agreement . Each Obligor, Administrative Agent and the Required Lenders shall have duly executed and delivered this Agreement.
4.2 Accuracy of Representations and Warranties . All representations and warranties contained in Section 5 hereof shall be true and correct in all respects.
4.3 Term Loan Forbearance Agreement Amendment . Receipt by Administrative Agent of evidence reasonably satisfactory to Administrative Agent that the Term Loan Forbearance Agreement Amendment has been entered into by all requisite parties thereto.
5. Representations and Warranties . Each Obligor hereby jointly and severally represents and warrants to Administrative Agent and Lenders, that
5.1 the execution, delivery and performance by the Obligors of this Agreement:
(a) are within each Obligors corporate, limited liability company or partnership powers, as applicable, and have been duly authorized by all necessary corporate, limited liability company or partnership, as applicable, and, if required, equity holder action (including, without limitation, any action required to be taken by any class of directors or other governing body of any Obligor or any other Person, whether interested or disinterested, in order to ensure the due authorization of the execution, delivery and performance by the Obligors of this Agreement);
(b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of any Obligor or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or could not reasonably be expected to have a Material Adverse Effect,
(c) will not violate any Sanctions and Applicable Law or any Organic Documents of any Obligor or any Restricted Subsidiary, or any order of any Governmental Authority,
(d) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any Obligor or any Restricted Subsidiary and
(e) will not result in the creation or imposition of any Lien on any Property of any Obligor or any Restricted Subsidiary (other than the Liens created by the Loan Documents);
5.2 this Agreement has been duly executed and delivered by such Obligor and constitutes a legal, valid and binding obligation of such Obligor, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and
5.3 no Default or Event of Default has occurred and is continuing.
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6. Reaffirmation . Each of the Obligors hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect. Each Obligor acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Agreement.
7. Miscellaneous .
7.1 Captions . Section captions used in this Agreement are for convenience only, and shall not affect the construction of this Agreement.
7.2 Governing Law . UNLESS EXPRESSLY PROVIDED IN ANY LOAN DOCUMENT, THIS AGREEMENT AND ALL CLAIMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES EXCEPT FEDERAL LAWS RELATING TO NATIONAL BANKS.
7.3 Severability . Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of this Agreement shall remain in full force and effect.
7.4 Successors and Assigns . This Agreement shall be binding upon the parties hereto and their respective successors and assigns, and shall inure to the sole benefit of the parties and their respective successors and assigns.
7.5 References . Any reference to the Limited Consent and Forbearance Agreement and the Loan Agreement contained in any notice, request, certificate, or other document executed concurrently with or after the execution and delivery of this Agreement shall be deemed to include this Agreement unless the context shall otherwise require.
7.6 Loan Document . This Agreement shall be deemed to be and shall constitute a Loan Document.
7.7 Continued Effectiveness . Notwithstanding anything contained herein, the terms of this Agreement are not intended to and do not serve to effect a novation as to the Loan Agreement. The Limited Consent and Forbearance Agreement and Loan Agreement and each of the Loan Documents remain in full force and effect.
7.8 Entire Agreement . This Agreement constitutes the entire agreement, and supersede all prior understandings and agreements, among the parties relating to the subject matter thereof.
7.9 Counterparts; Execution . This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single
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contract. This Agreement shall become effective when Administrative Agent has received counterparts bearing the signatures of all parties hereto. Delivery of a signature page of this Agreement by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of such agreement. Any signature, contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as manual or paper-based methods, to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
BORROWERS :
KEY ENERGY SERVICES, INC. |
||
By | /s/ J. Marshall Dodson | |
Name: J. Marshall Dodson | ||
Title: Senior Vice President and Chief Financial Officer |
KEY ENERGY SERVICES, LLC. | ||
By | /s/ J. Marshall Dodson | |
Name: J. Marshall Dodson | ||
Title: Senior Vice President and Chief Financial Officer |
GUARANTOR :
KEY ENERGY MEXICO, LLC |
||
By | /s/ J. Marshall Dodson | |
Name: J. Marshall Dodson | ||
Title: Senior Vice President and Chief Financial Officer |
[Signature Page to Limited Consent and Amendment to Limited Consent to
Loan Agreement and Forbearance Agreement]
ADMINISTRATIVE AGENT AND LENDERS:
BANK OF AMERICA, N.A., as Administrative Agent and a Lender |
||
By | /s/ Brandon Watkins | |
Name: Brandon Watkins | ||
Title: Senior Vice President |
[Signature Page to Limited Consent and Amendment to Limited Consent to
Loan Agreement and Forbearance Agreement]
SIEMENS FINANCIAL SERVICES, INC., as a Lender | ||
By | /s/ Mark B. Shafer | |
Name: Mark B. Shafer | ||
Title: Vice President |
By | /s/ John Finore | |
Name: John Finore | ||
Title: Vice President |
[Signature Page to Limited Consent and Amendment to Limited Consent to
Loan Agreement and Forbearance Agreement]
AMEGY BANK NATIONAL ASSOCIATION, as a Lender | ||
By | /s/ James C. Day | |
Name: James C. Day | ||
Title: Senior Vice President |
[Signature Page to Limited Consent and Amendment to Limited Consent to
Loan Agreement and Forbearance Agreement]
COMERICA BANK, as a Lender | ||
By | /s/ Gary Culbertson | |
Name: Gary Culbertson | ||
Title: Vice President |
[Signature Page to Limited Consent and Amendment to Limited Consent to
Loan Agreement and Forbearance Agreement]