Exhibit 10.1

EXECUTION VERSION

THIS PLAN SUPPORT AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF VOTES WITH RESPECT TO A CHAPTER 11 PLAN OF REORGANIZATION. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR, AS APPLICABLE, PROVISIONS OF THE BANKRUPTCY CODE

PLAN SUPPORT AGREEMENT

by and among

KEY ENERGY SERVICES, INC.

KEY ENERGY SERVICES, LLC

KEY ENERGY MEXICO, LLC

MISR KEY ENERGY INVESTMENTS, LLC

MISR KEY ENERGY SERVICES, LLC

and

EACH SUPPORTING CREDITOR PARTY HERETO

dated as of August 24, 2016

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PREAMBLE

This Plan Support Agreement (including all annexes, exhibits and schedules attached hereto, including the Fundamental Term Sheets (defined below), in each case, as may be amended, modified or supplemented from time to time only in accordance with Section 24 hereof and, as applicable, the terms of the other Fundamental Implementation Agreements (defined below), this “ PSA ” or this “ Agreement ”), dated as of August 24, 2016, is entered into by and among (i) Key Energy Services, Inc., a Maryland corporation (“ Key ” or the “ Company ”), and each of the undersigned direct subsidiaries of the Company (the “ Debtor Subsidiaries ,” and together with the Company, the “ Debtors ”) and (ii) severally and not jointly each Holder (or investment advisor or manager thereof), on behalf of itself and each of its Affiliated Covered Holders that is a Holder, (A) of Senior Notes listed on Schedule 1 and party hereto (each, a “ Supporting Noteholder ”), or (B) of Term Loans listed on Schedule 1 and party hereto (each, a “ Supporting Term Lender ”; collectively with each Supporting Noteholder, the “ Supporting Creditors ”).

Each Debtor and each Supporting Creditor is referred to herein individually as a “ Party ”, and collectively as the “ Parties ”.

RECITALS

WHEREAS , Key and its majority-owned subsidiaries are in the business of providing onshore rig-based well services to the oil and natural gas exploration and production industry;

WHEREAS , the Debtors are obligors under the following debt agreements: (a) the ABL Facility, which remains undrawn except for $38,526,688 of outstanding but undrawn letters of credit; (b) the Term Loan Credit Agreement in the aggregate outstanding principal amount of $299,523,134.89 as of the date hereof (before giving effect to the Forbearance Payment), plus accrued and unpaid interest thereon; and (c) the Senior Notes in the aggregate outstanding principal amount of $675,000,000 as of the date hereof, plus accrued and unpaid interest thereon;

WHEREAS , as of the date hereof, the Supporting Noteholders, in the aggregate, holding approximately $601,651,000 (89.1%) of the aggregate outstanding principal amount of the Senior Notes;

WHEREAS , as of the date hereof, the Supporting Term Lenders, in the aggregate, holding approximately $263,390,185.29 (87.9%) of the aggregate outstanding principal amount of the Term Loan Claims before giving effect to the Forbearance Payment;

WHEREAS , the Parties have negotiated in good faith and at arms’ length a transaction that will effectuate a financial restructuring (the “ Restructuring ”) of the Debtors’ capital structure and financial obligations, on the terms and conditions set forth in the Fundamental Implementation Agreements;

WHEREAS , to effectuate the Restructuring, the Debtors propose to commence voluntary cases (collectively, the “ Chapter 11 Cases ”) under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq. (the “ Bankruptcy Code ”), before the United States Bankruptcy Court for the District of Delaware (the “ Bankruptcy Court ”), on a consensual basis pursuant to a joint prepackaged Chapter 11 plan of reorganization (including all annexes, exhibits, schedules and supplements thereto, in each case, as may be amended, modified or supplemented from time to time only in accordance with Section 24 of this Agreement and, as applicable, the terms of the other Fundamental Implementation Agreements, the “ Plan ”), the terms and conditions of which are reflected in the Fundamental Implementation Agreements, and, if not expressly specified therein, in a manner reasonably satisfactory to the Debtors and the Required Consenting Creditors;

WHEREAS , in furtherance of implementing the Restructuring, the Debtors have agreed, among other things and subject to the terms and conditions of the Fundamental Implementation Agreements and consistent with the Restructuring Timeline, to:

WHEREAS , subject to the terms and conditions set forth in the Fundamental Implementation Agreements (and any other definitive agreement contemplated thereby), each Supporting Creditor has agreed, among other things, subject to commencement of the Solicitation and receipt of the Disclosure Statement, to vote in favor of and not oppose, the Restructuring and the Plan; and

WHEREAS , the Parties desire to express to each other their mutual support and commitment in respect of the Restructuring, including with respect to the consummation of the Plan on the terms and conditions contained in the Fundamental Implementation Agreements.

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AGREEMENT

NOW, THEREFORE , in consideration of the covenants and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows:

The general terms and conditions of the Restructuring are set forth herein. All references herein to “this Agreement”, “this PSA” or “herein” shall include each Fundamental Term Sheet. In the event the terms and conditions set forth in any of the Fundamental Term Sheets and this Agreement are inconsistent, the terms and conditions set forth in the applicable Fundamental Term Sheets shall govern, until such time as the corresponding Fundamental Implementation Agreements have been executed, at which time the terms and conditions set forth therein, to the extent intended to supersede the relevant Fundamental Term Sheet, shall govern. Each of the schedules and exhibits attached hereto is expressly incorporated herein and made a part of this Agreement.

In this PSA, unless the context otherwise requires:

The following terms shall have the following meanings:

“ ABL Agent ” has the meaning set forth in Section 19 hereto.

“ ABL Facility ” means that certain Loan and Security Agreement, dated as of June 1, 2015, by and among Key, as borrower, each of the guarantors named therein, and the lenders party thereto, as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof.

“ ABL Forbearance Agreement ” means that certain Limited Consent and Second Amendment to Loan Agreement Consent and Amendment No. 3 to Limited Consent to Loan

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Agreement and Forbearance Agreement, which shall be in the form attached as Exhibit C hereto, by an among the Borrowers and the Administrative Agent (as such terms are defined therein) as may be amended, modified or supplemented pursuant to the terms thereof.

“ ABL Lenders ” has the meaning set forth in Section 19 hereto.

“ Affiliate ” means (i) a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such Person; or (ii) managed funds, accounts, investment managers, representatives, agents and employees, in each case to the extent controlled by a Person.

“ Affiliated Covered Holder ” means, subject to Section 2(b) hereof, any Person of whom a Supporting Creditor is an investment advisor or manager or over whom a Supporting Creditor has power and/or authority to bind with respect to securities and/or Covered Interests owned by such Person.

“ Agreement ” has the meaning set forth in the Preamble.

“ Alleged Defaults ” has the meaning set forth in the Forbearance Agreement.

“ Alternative Transaction ” means (i) any alternative refinancing, recapitalization, share exchange, rights offering, equity investment or other transaction other than the Restructuring or any purchase, sale, or other disposition of all or a material portion of a Debtor’s business or assets, except for the sale of assets in the ordinary course of business or in connection with a Specified Asset Sale, (ii) any issuance, sale, or other disposition of any equity interest (including, without limitation, securities or instruments directly or indirectly convertible or exchangeable into equity but excluding any intercompany transactions necessary or desirable in connection with the Restructuring) in a Debtor (by such Debtor), (iii) any merger, acquisition, consolidation, or similar business combination transaction involving a Debtor (excluding any intercompany transactions necessary or contemplated in connection with the Restructuring) or (iv) any other reorganization, restructuring or other transaction the purpose or effect of which would be reasonably expected to, or which would, prevent or render impractical, or otherwise frustrate or impede in any material respect, the Restructuring, or is otherwise inconsistent with the Definitive Restructuring Documents and the Fundamental Implementation Agreements (including this PSA).

“ Antitrust Laws ” means the Sherman Act, as amended, the Clayton Act, as amended, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Federal Trade Commission Act, as amended and all other laws (statutory or common), statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any U.S. or non-U.S. federal, state, municipal, local, judicial, administrative, legislative or regulatory agency, department, commission, court, or tribunal of competent jurisdiction (including any branch, department or official thereof), that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

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“ Backstop Agreement ” means the duly executed and delivered backstop commitment agreement(s), in the form attached to the Disclosure Statement, incorporating the terms and conditions set forth in the Backstop Agreement Term Sheet, which agreement shall be in form and substance reasonably satisfactory to the parties thereto, as such agreement may be amended, modified or supplemented from time to time only in accordance with the terms thereof.

“ Backstop Agreement Term Sheet ” means the term sheet attached as Exhibit 3 to the Plan Term Sheet, as may be amended, modified or supplemented only in accordance with Section 24 hereof.

“ Backstop Order ” has the meaning set forth in the Backstop Agreement Term Sheet.

“ Backstop Participant ” has the meaning set forth in the Backstop Agreement Term Sheet and, after the execution of the Backstop Agreement, the Backstop Agreement.

“ Backstop Pro Rata Share ” has the meaning set forth in the Backstop Agreement Term Sheet.

“ Bankruptcy Code ” has the meaning set forth in the Recitals.

“ Bankruptcy Court ” has the meaning set forth in the Recitals.

“ Bankruptcy Rules ” means the Federal Rules of Bankruptcy Procedure, promulgated under 28 U.S.C. § 2075, the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, the Local Rules of Civil Practice and Procedure of the United States District Court for the District of Delaware, and general orders and chambers procedures of the Bankruptcy Court, each as applicable to the Chapter 11 Cases and as amended from time to time.

“ Board ” has the meaning set forth in Section 11(b)(i) hereof.

“ Business Day ” means any day, other than a Saturday, Sunday or “legal holiday” (as defined in Bankruptcy Rule 9006(a)).

“ Cash Collateral ” has the meaning set forth in Section 363(a) of the Bankruptcy Code.

“ Cash Collateral Order Term Sheet ” means the term sheet attached as Exhibit 2 to the Plan Term Sheet, as may be amended, modified or supplemented only in accordance with Section 24 hereof.

“ Cash Collateral Orders ” means the Interim Cash Collateral Order and the Final Cash Collateral Order.

“ Chapter 11 Cases ” has the meaning set forth in the Recitals.

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“ Claim ” means any claim (as defined in section 101(5) of the Bankruptcy Code) against any Debtor.

“ Cleary ” means Cleary Gottlieb Steen & Hamilton LLP.

“ Company ” has the meaning set forth in the Preamble.

“ Confirmation Order ” means the order confirming the Plan, as entered by the Bankruptcy Court, which shall be in form and substance reasonably satisfactory to the Debtors and the Required Consenting Creditors.

“ Consensual Equity Exchange ” has the meaning ascribed to it in the Plan Term Sheet.

“ Corporate Governance Term Sheet ” means the term sheet attached as Exhibit 4 to the Plan Term Sheet, as may be amended, modified or supplemented only in accordance with Section 24 hereof and, as applicable, the terms of the other Fundamental Implementation Agreements.

“ Covered Interests ” means, individually or in the aggregate, the Term Loan Claims and the Senior Notes Claims.

“ Davis Polk ” means Davis Polk & Wardwell LLP.

“ Debtor Subsidiaries ” has the meaning set forth in the Preamble.

“ Debtors ” has the meaning set forth in the Preamble.

“ Definitive Restructuring Documents ” has the meaning set forth in Section 3(b) hereof.

“ Disclosure Statement ” means a disclosure statement containing “adequate information” (as that term is defined in section 1125(a)(1) of the Bankruptcy Code) with respect to the Plan and the transactions contemplated thereby and the other Fundamental Implementation Agreements, including all annexes, exhibits and schedules attached thereto, and which otherwise is in form and substance reasonably satisfactory to the Debtors and the Required Consenting Creditors (as may be amended, modified or supplemented from time to time only in accordance with Section 24 hereof or the terms of the Fundamental Implementation Agreements).

“ Effective Time ” has the meaning set forth in Section 12(b) hereof.

“ Entity ” has the meaning set forth in Section 101(15) of the Bankruptcy Code.

“ FCPA ” means the U.S. Foreign Corrupt Practices Act.

“ FCPA Resolution ” means the valid and binding cease and desist order entered by the SEC with respect to the Company on August 11, 2016 and effective as of August 11, 2016.

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“ Final ” means an order or judgment of the Bankruptcy Court, or other court of competent jurisdiction with respect to the subject matter, which has not been reversed, stayed, modified or amended, and as to which (i) the time to appeal, petition for certiorari, or move for reargument or rehearing (other than a request for rehearing under Federal Rule of Civil Procedure 60(b), which shall not be considered for purposes of this definition) has expired and no appeal or petition for certiorari has been timely taken, or (ii) any timely appeal that has been taken or any petition for certiorari that has been or may be timely filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought or has otherwise been dismissed with prejudice.

“ Final Cash Collateral Order ” means a final order entered by the Bankruptcy Court approving the use of Cash Collateral incorporating the terms and conditions set forth in the Cash Collateral Order Term Sheet and otherwise in form and substance satisfactory to the Required Consenting Term Lenders and with material economic terms reasonably satisfactory to the Debtors and the Required Consenting Noteholders.

“ Forbearance Agreement ” means that certain Forbearance Agreement, dated as of May 11, 2016, among the Company, each of the guarantors party thereto, each of the lenders party thereto, and Cortland Capital Market Services LLC, as administrative agent, as amended by Amendment No. 1, dated June 6, 2016 and by Amendment No. 2, dated June 17, 2016.

“ Forbearance Payment ” means $10 million in cash, which payment shall be applied to prepay outstanding principal amount of the loans outstanding under the Term Loan Credit Agreement (excluding any prepayment premium) plus accrued and unpaid interest thereon (at the non-default rate) in accordance with Section 5.3.1 of the Term Loan Credit Agreement.

“ Fundamental Implementation Agreements ” means this Agreement and, once executed and delivered by the parties thereto, the Backstop Agreement, and, once distributed in the Solicitation, the Plan.

“ Fundamental Term Sheets ” means the Plan Term Sheet together with any term sheets, schedules or exhibits attached thereto.

“ Holder ” means any Entity that is the legal and/or beneficial owner of a security and/or Covered Interests.

“ HL ” means Houlihan Lokey, Inc.

“ Interim Cash Collateral Order ” means an interim order entered by the Bankruptcy Court approving the use of Cash Collateral, which incorporates the terms and conditions set forth in the Cash Collateral Order Term Sheet and is otherwise in form and substance satisfactory to the Required Consenting Term Lenders and with material economic terms reasonably satisfactory to the Debtors and the Required Consenting Noteholders.

“ Interest ” means any equity security (as defined in Section 101(16) of the Bankruptcy Code) in any Debtor.

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“ Investor Rights Agreement ” means the registration rights agreement and an investor rights agreement (to the extent one is required to be executed to implement the Restructuring) to be implemented on the Plan Effective Date incorporating the terms and conditions set forth in the Corporate Governance Term Sheet, which agreement shall be in form and substance reasonably satisfactory to the Debtors and to each Backstop Participant, as such agreement may be amended, modified or supplemented from time to time only in accordance with the terms thereof.

“ Key ” has the meaning set forth in the Preamble.

“ Key Common Stock ” means “equity securities” as such term is defined in Section 101(16) of the Bankruptcy Code, including any issued or unissued shares of common stock, preferred stock, or other instruments, including restricted stock units, evidencing an ownership interest in Key, whether or not transferable, and any options, warrants or rights, contractual or otherwise, to acquire any such interests in Key.

“ Loan Document ” has the meaning set forth in the Term Loan Credit Agreement.

“ New ABL Agreement ” means the ABL credit agreement by and between the lenders and agents party thereto and reorganized Key which shall become effective on the Plan Effective Date, consistent with the conditions contained in the New Term Loan Credit Agreement Term Sheet and otherwise in form and substance reasonably satisfactory to the Debtors and the Required Consenting Creditors, as such agreement may be amended, modified or supplemented from time to time only in accordance with the terms thereof.

“ New Key Constituent Documents ” means (a) the certificate of conversion and certificate of incorporation of reorganized Key to be filed with the Secretary of State of Delaware, together with all other documents necessary to be executed and/or filed in order to reincorporate reorganized Key as a Delaware corporation and (b) the bylaws of reorganized Key, in each case, the material terms of which are set forth on the Corporate Governance Term Sheet, and otherwise in form and substance reasonably satisfactory to the Debtors and the Required Consenting Noteholders, and as may be amended, modified or supplemented from time to time in accordance with Section 24 hereof and, as applicable, the terms of the other Fundamental Implementation Agreements.

“ New MIP ” means a management incentive plan to be implemented on or following the Plan Effective Date, which agreement shall be in form and substance reasonably satisfactory to the Debtors and the Required Consenting Noteholders, as such agreement may be amended, modified or supplemented from time to time only in accordance with the terms thereof.

“ New Term Loan Credit Agreement ” means the term loan credit agreement to be consummated on the Plan Effective Date, incorporating the terms and conditions set forth in the New Term Loan Credit Agreement Term Sheet and otherwise in form and substance satisfactory to the Debtors and the Required Consenting Term Lenders and reasonably satisfactory to the Required Consenting Noteholders, as such agreement may be amended, modified or supplemented from time to time only in accordance with the terms thereof.

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“ New Term Loan Credit Agreement Term Sheet ” means the New Term Loan Credit Agreement term sheet attached as Exhibit 1 to the Plan Term Sheet, as may be amended, modified or supplemented only in accordance with Section 24 hereof and, as applicable, the terms of the other Fundamental Implementation Agreements.

“ Outside Date ” means the earlier of 110 days after the Petition Date and March 21, 2017.

“ Party ” or “ Parties ” has the meaning set forth in the Preamble.

“ Permitted Transfer ” has the meaning set forth in Section 10(a) hereof.

“ Permitted Transferee ” has the meaning set forth in Section 10(a) hereof.

“ Person ” has the meaning set forth in Section 101(41) of the Bankruptcy Code.

“ Petition Date ” means the date on which the Debtors file voluntary petitions commencing the Chapter 11 Cases, which shall be no later than the deadline set forth in the Restructuring Timeline.

“ Plan ” has the meaning set forth in the Recitals.

“ Plan Effective Date ” means the effective date of the Plan.

“ Plan Supplement ” means the supplement to be filed prior to the Confirmation Hearing which shall, among other things, (i) identify the initial board of directors of Reorganized Key consistent with the Corporate Governance Term Sheet; (ii) identify any executory contracts and/or unexpired leases to be rejected by the Debtors; and (iii) contain substantially final forms of certain material Definitive Restructuring Documents and shall be otherwise in form and substance reasonably acceptable to the Required Consenting Creditors.

“ Plan Term Sheet ” means the term sheet attached hereto as Exhibit A outlining the terms and conditions of the Plan (as such term sheet, including all exhibits and annexes thereto, may be amended, modified or supplemented only in accordance with Section 24 hereof and, as applicable, the terms of the other Fundamental Implementation Agreements).

“ Platinum ” means, collectively, Platinum Equity Advisors, LLC and its Affiliated Covered Holders (including Soter Capital, LLC).

“ Pro Forma 13-Week Budget ” means the 13 week projection provided to counsel for the Supporting Creditors on or about August 22, 2016, as may be updated from time to time.

“ PSA ” has the meaning set forth in the Preamble.

“ PSA Assumption Motion ” means a motion, in form and substance reasonably acceptable to the Debtors and the Required Consenting Creditors, seeking entry of the PSA Assumption Order.

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“ PSA Assumption Order ” means an order, which may be the Confirmation Order, authorizing the assumption of this PSA, in form and substance reasonably acceptable to the Debtors and the Required Consenting Creditors.

“ PSA Effective Date ” has the meaning set forth in Section 2(a) hereof.

“ Qualified Marketmaker ” means an entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers claims of the Debtors (or enter with customers into long and short positions in claims against the Debtors), in its capacity as a dealer or market maker in claims against the Debtors, and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

“ Required Consenting Creditors ” means (a) with respect to the PSA, the Plan, the New Term Loan Credit Agreement, and the dates in the Restructuring Timeline, both (i) the Required Consenting Noteholders and (ii) the Required Consenting Term Lenders; and (b) with respect to the Backstop Agreement, the New ABL Agreement, the Definitive Restructuring Documents (other than the New Term Loan Credit Agreement) and all other documents or transactions in respect of the Restructuring not listed in clause (a), (i) the Required Consenting Noteholders and (ii) the Required Consenting Term Lenders, solely to the extent that a proposed action, modification, amendment, supplement or waiver adversely affects the Supporting Term Lenders; provided that the foregoing definition shall not negate or limit any explicit amendment, consent or termination right granted to the Required Consenting Term Lenders in this Agreement.

“ Required Consenting Noteholders ” means, as of any date of determination, those Supporting Noteholders holding at least 66 2/3% of the aggregate outstanding principal amount of the Senior Notes, unless the Supporting Noteholders collectively hold less than 66 2/3% of the aggregate outstanding principal amount of the Senior Notes, in which case those Supporting Noteholders holding at least 66 2/3% of the aggregate outstanding principal amount of the Senior Notes held by Supporting Noteholders; provided that for purposes of this definition, the term “Supporting Noteholders” excludes any Holder of Senior Notes that, on the relevant date of determination, is in breach of any of its material obligations hereunder.

“ Required Consenting Term Lenders ” means, as of any date of determination, those Supporting Term Lenders holding at least 66 2/3% of the aggregate outstanding principal amount of the Term Loans held by Supporting Term Lenders, provided further that for purposes of this definition, the term “Supporting Term Lenders” excludes any Holder of Term Loans that, on the relevant date of determination, is in breach of any of its material obligations hereunder.

“ Required Lenders ” has the meaning set forth in the Term Loan Credit Agreement.

“ Restructuring ” has the meaning set forth in the Recitals.

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“ Restructuring Timeline ” means the timeline set forth on Schedule 1 to the Plan Term Sheet, as may be amended with the consent of the Required Consenting Creditors and the Debtors; it being understood that if a deadline ends on a weekend or holiday on which the Bankruptcy Court is not open and holding hearings, the deadlines within the Restructuring Timeline and any such extension shall be automatically extended to the next Business Day on which the Bankruptcy Court is open and holding hearings.

“ Rights Offering ” has the meaning ascribed to it in the Plan Term Sheet and once distributed in the Solicitation, the Plan.

“ Rights Offering Documents ” means, collectively, the Backstop Agreement and any other documents required thereby or necessary to effectuate the Rights Offering, including subscription agreements, and the transactions contemplated by the Backstop Agreement Term Sheet, such documents incorporating the terms and conditions of the Rights Offering set forth in the Plan Term Sheet and otherwise in form and substance reasonably satisfactory to the parties to the Backstop Agreement.

“ S&C ” means Sullivan & Cromwell LLP.

“ SEC ” means the United States Securities and Exchange Commission.

“ Senior Notes ” means the $675,000,000 principal amount outstanding of 6.75% Senior Notes due 2021 issued by Key pursuant to the Senior Notes Indenture.

“ Senior Notes Claim ” has the meaning ascribed to it in the Plan Term Sheet, and once distributed in the Solicitation, the Plan.

“ Senior Notes Forbearance ” has the meaning set forth in Section 12(a) hereof.

“ Senior Notes Indenture ” means that certain Indenture, dated as of March 4, 2011, by and among Key, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporating in their entirety the terms of the First Supplemental Indenture, the Amended First Supplemental Indenture, and the Second Supplemental Indenture).

“ Solicitation ” means the solicitation of votes on the Plan.

“ Solicitation Materials ” means the Disclosure Statement, the Plan, the Rights Offering Documents, the letters of transmittal and the ballots and other documents required to solicit votes from the Supporting Creditors, each in form and substance reasonably satisfactory to the Debtors and the Required Consenting Creditors.

“ Specified Asset Sales ” means those sales of certain assets and/or subsidiaries disclosed to counsel to the Supporting Creditors prior to the date hereof related to international operations and/or certain domestic business lines of the Company, with respect to which the Debtors may execute definitive transaction documents with respect thereto only after receipt by the Company of written consent from the Required Consenting Noteholders, which consent shall not be unreasonably withheld, conditioned or delayed.

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“ Specified Defaults ” has the meaning set forth in Section 12(a) hereof.

“ Superior Alternative Transaction ” has the meaning set forth in Section 5(p) hereof.

“ Supporting Creditors ” has the meaning set forth in the Preamble.

“ Supporting Creditor Advisors ” means, (a) with respect to the Supporting Noteholders: S&C, one local counsel to the Supporting Noteholders to be selected in the sole and absolute discretion of the Supporting Noteholders, Cleary, HL, Spears & Associates, TRC Environmental Corporation, Marsh LLC, Jones Lang LaSalle, Inc., Palm Tree Advisors (whose fees and expenses payable by the Debtors shall in no event exceed $40,000), and such other counsel as may be required to implement the Restructuring and approved by the Debtors and the Required Consenting Noteholders, and (b) with respect to the Supporting Term Lenders: Davis Polk, Cleary, Evercore Partners and Richards Layton & Finger.

“ Supporting Noteholder ” has the meaning set forth in the Preamble.

“ Supporting Term Lender ” has the meaning set forth in the Preamble.

“ Term Loan Agent ” means Cortland Capital Market Services LLC as administrative agent for the lenders under the Term Loan Credit Agreement, or any successor agent appointed in accordance with the terms of the Term Loan Credit Agreement.

“ Term Loan Credit Agreement ” means that certain Term Loan and Security Agreement, dated as of June 1, 2015, by and among Key, as borrower, each of the guarantors name therein, and the lenders party thereto, as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof.

“ Term Loan ” means the principal amount of term loans outstanding under the Term Loan Credit Agreement as of the date hereof.

“ Term Loan Claim ” has the meaning ascribed to it in the Plan Term Sheet, and once distributed in the Solicitation, the Plan.

“ Term Loan Forbearance ” has the meaning set forth in Section 12(b) hereof.

“ Term Loan Payment ” has the meaning ascribed to it in the Plan Term Sheet, and once distributed in the Solicitation, the Plan.

“ Transfer ” has the meaning set forth in Section 10(a) hereof.

“ Transfer Agreement ” means the form attached hereto as Exhibit B, as may be amended, modified or supplemented only in accordance with Section 24 hereof and, as applicable, the terms of the other Fundamental Implementation Agreements.

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“ Transferring Backstop Participant ” has the meaning set forth in Section 10(d) hereof.

(a) This Agreement shall become effective and binding upon each of the Parties upon (i) the execution and delivery of counterpart signature pages to this Agreement by the Company, Supporting Noteholders holding at least 66 2/3% of the Senior Notes and Supporting Term Lenders holding at least 66 2/3% of the Term Loan; and (ii) the ABL Forbearance Agreement has been entered into by all requisite parties thereto (such date, the “ PSA Effective Date ”).

(b) Notwithstanding anything in this Agreement and for the avoidance of doubt, if any Party signs onto this PSA solely as to a specific business unit or desk, no Affiliate of such Supporting Creditor or other business unit or desk within any such Party, shall be subject to this Agreement unless they separately become a party hereto.

(c) With the exception of non-disclosure and confidentiality agreements among the Parties, this PSA, including all exhibits and schedules attached hereto (inclusive of exhibits thereto), constitutes the entire agreement of the Parties as of the date of this Agreement with respect to the subject matter hereof and supersedes all prior negotiations and documents reflecting such prior negotiations between and among the Parties (and their respective advisors), with respect to the Restructuring.

For so long as this Agreement has not been validly terminated, and subject to the terms and conditions of the Fundamental Implementation Agreements and consistent with the Restructuring Timeline, each Party severally and not jointly agrees (in the case of any Supporting Creditor, so long as it or its Affiliated Covered Holder remains the legal owner or beneficial owner of any Covered Interests ( provided that any Transfer of Covered Interests is made in accordance with Section 10 herein)) to:

(a) support and cooperate with each other Party in good faith and coordinate its activity in connection with, and otherwise use its commercially reasonable efforts to consummate, the Restructuring as soon as reasonably practicable, but in all cases, consistent with the Restructuring Timeline and as otherwise prescribed by the Fundamental Implementation Agreements;

(b) use its commercially reasonable efforts and work in good faith to (A) negotiate definitive documents implementing, achieving and relating to the Restructuring, as

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soon as reasonably practicable, but in all cases, consistent with the Restructuring Timeline, including (i) the Solicitation Materials, the New Term Loan Credit Agreement, the proposed Confirmation Order, the proposed Cash Collateral Orders, the proposed PSA Assumption Order, the New MIP, the New Key Constituent Documents and the Investor Rights Agreement, (ii) such other related documents and ancillary agreements required to implement the Restructuring and obtain entry of the Confirmation Order, which shall contain terms and conditions consistent, in all material respects, with the Fundamental Implementation Agreements and, if not expressly specified therein, in form and substance reasonably satisfactory to the Debtors and the Required Consenting Creditors (collectively (i) and (ii), such documents, in each case, in form and substance reasonably satisfactory to the Debtors and the Required Consenting Creditors, and as may be amended, modified or supplemented only in accordance with the terms of the Fundamental Implementation Agreements, the “ Definitive Restructuring Documents ”) and (iii) the Backstop Agreement and the New ABL Agreement, and (B) and once Definitive Restructuring Documents are finally negotiated and agreed in all respects consistent with the term sheets, duly execute and deliver (to the extent it is a party thereto) the Definitive Restructuring Documents, Backstop Agreement and the New ABL Agreement and otherwise support and seek to effect the actions and transactions contemplated thereby, in each case as soon as reasonably practicable;

(c) support and use its commercially reasonable efforts to (i) consummate the Restructuring and all transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents, to which it is a party, as soon as reasonably practicable and in any event, consistent with the Restructuring Timeline, (ii) take any and all reasonably necessary actions in furtherance of the Restructuring and the transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or the Definitive Restructuring Documents, and (iii) if applicable, obtain (solely as it relates to such Party) any and all required regulatory and/or third party approvals necessary to consummate the Restructuring, including any approvals required under Antitrust Laws;

(d) not take any action that is inconsistent in any material respect with, or is intended to frustrate, delay or impede in any material respect the timely approval and entry of the Backstop Order or the Confirmation Order and consummation of the transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents;

(e) (i) work in good faith to prepare agreed-upon forms of the Cash Collateral Orders, (ii) obtain entry and support and not object to such entry of the Cash Collateral Orders, and (iii) not propose, seek approval for, or support any use of Cash Collateral or debtor-in-possession financing that is not consistent with the Cash Collateral Order Term Sheet and, once entered, each of the Cash Collateral Orders; and

(f) not challenge the validity, enforceability or priority of the Term Loan or the Senior Notes or any Term Loan Claim or Senior Notes Claim in any way, including by commencing an avoidance action or other legal proceeding.

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For so long as this Agreement has not been validly terminated, and subject to the terms and conditions of the Fundamental Implementation Agreements and consistent with the Restructuring Timeline, each Supporting Creditor (solely on behalf of itself and its Affiliated Covered Holders, and not on behalf of any other Supporting Creditor) agrees, so long as it or its Affiliated Covered Holder remains the legal owner or beneficial owner of any Covered Interests ( provided that any Transfer of Covered Interests is made in accordance with Section 10 herein), to:

(a) not, directly or indirectly, (i) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, confirmation or consummation of the Restructuring and the Plan, (ii) seek, solicit, support, encourage, or vote any Claims for, or consent to, any restructuring or reorganization for any Debtor that is inconsistent with the Definitive Restructuring Documents and the Fundamental Implementation Agreements (including this PSA) in any respect, (iii) commence or support any action filed by any party in interest to appoint a trustee, conservator, receiver, or examiner for the Debtors, or to dismiss the Chapter 11 Cases, or to convert the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (iv) commence or support any action or proceeding to shorten or terminate the period during which only the Debtors may propose and/or seek confirmation of any plan of reorganization, or (v) otherwise support any plan, sale process or other transaction that is inconsistent with the Fundamental Implementation Agreements (including this PSA) or the Definitive Restructuring Documents;

(b) (i) not object to or oppose the approval by the Bankruptcy Court of any Definitive Restructuring Documents or any Fundamental Implementation Agreement, (ii) neither join in nor support any objection by any Entity to approval by the Bankruptcy Court of any Fundamental Implementation Agreement or any Definitive Restructuring Document, and (iii) not otherwise commence, join or support any proceeding to oppose or alter any of the terms of the Fundamental Implementation Agreements, the Definitive Restructuring Documents or any other document filed by Debtors (that is consistent with the Fundamental Implementation Agreements or Definitive Restructuring Documents and otherwise in form and substance reasonably satisfactory to the Debtors and the Required Consenting Creditors), or any of the transactions contemplated thereby, in connection with the confirmation and consummation of the Plan;

(c) solely with respect to each Supporting Creditor that is a Supporting Noteholder, support the implementation and consummation of the Consensual Equity Exchange subject to and in accordance with the terms hereof and the Solicitation Materials;

(d) (i) vote, and cause each of its Affiliated Covered Holders to vote, each of its Covered Interests, as applicable, and, to accept the Plan by delivering its duly executed and completed ballot(s) accepting the Plan on a timely basis following the commencement of the Solicitation and its actual receipt of the Disclosure Statement and other related Solicitation Materials, and (ii) not elect on its ballot(s) to preserve Claims, if any, that each Supporting Creditor may own or control that may be affected by any releases expressly contemplated by the Plan, to the extent such election is available; and

(e) not change, amend, revoke or withdraw (or cause to be changed, amended, revoked or withdrawn) such vote.

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Notwithstanding anything to the contrary in this Agreement (including Section 3), nothing herein shall constitute an agreement of any Supporting Creditor to limit the transfer of, to vote, or to take any other action (or refrain from taking any action) solely in respect of Key Common Stock beneficially owned as of the date hereof, provided that no Supporting Creditor, in its capacity as a holder of Key Common Stock, shall directly or indirectly object to or support any objection to confirmation or consummation of the Plan.

For so long as this Agreement has not been validly terminated, and subject to the terms and conditions of the Fundamental Implementation Agreements, each Debtor shall (solely on behalf of itself and not on behalf of any other Debtor):

(a) commence the Chapter 11 Cases on or before the deadline set forth in the Restructuring Timeline;

(b) (i) negotiate, consistent with the Restructuring Timeline, the Definitive Restructuring Documents and the remaining Fundamental Implementation Agreements, and (ii) seek to obtain (A) approval by the Bankruptcy Court of the Solicitation Materials, including the Disclosure Statement and the Rights Offering Documents, and the other Definitive Restructuring Documents and (B) entry of the PSA Assumption Order, the Backstop Order and the Confirmation Order by the Bankruptcy Court in accordance with the Bankruptcy Code and the Bankruptcy Rules;

(c) file with the Bankruptcy Court on the Petition Date (i) the PSA Assumption Motion and (ii) other motions seeking ‘first day’ relief with respect to such matters as the Debtors, with the consent of the Required Consenting Creditors (which consent shall not be unreasonably withheld, conditioned or delayed), determine appropriate in connection with the Chapter 11 Cases and the pursuit of the Plan, and in each case, obtain prompt entry of the interim and/or Final orders approving the motions, and, in the event that any such order is appealed, defend such appeal, including opposing any stay requested in connection therewith;

(d) provide to counsel to the Supporting Creditors reasonable advance notice of, and opportunity to review and comment on, any other motions, pleadings, notices or documents to be filed during the Chapter 11 Cases or in connection with the pursuit or implementation of the Plan and consult with counsel in good faith with respect to the same; provided that each Debtor may file any such documentation (other than the Plan, the Backstop Agreement, the other Solicitation Materials, the New Term Loan Credit Agreement, the New ABL Agreement, the proposed Confirmation Order, the proposed Cash Collateral Orders, the proposed PSA Assumption Order, the New MIP, the New Key Constituent Documents and the Investor Rights Agreement) upon the failure of the Required Consenting Creditors to object to the substantially final form of any such documentation within five (5) Business Days of receipt by counsel to the Supporting Creditors;

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(e) (i) promptly notify counsel to the Supporting Creditors of any inquiries, proposals or offers to purchase any substantial assets or properties of the Debtors, to modify in a material manner any long-term commercial relationship with the Debtors, to make any material investment in the Debtors or to provide the Debtors with debt or equity financing and (ii) thereafter, keep counsel to the Supporting Creditors promptly and reasonably informed of the progress of any related discussions or negotiations;

(f) not take any action that is in any material respect contrary to or inconsistent with the Fundamental Implementation Agreements or any Definitive Restructuring Document, or that would be reasonably expected to materially delay consummation of the Restructuring or the transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents;

(g) not, directly or indirectly (including through its representatives and advisors), seek, solicit, encourage or, other than as expressly permitted in the final paragraph of this Section 5, negotiate or engage in, any discussions or other communications relating to, or enter into any agreements or arrangements relating to, any alternative plan or transaction other than the Plan that could reasonably be expected to prevent, delay, or impede the Restructuring as contemplated by the Plan, and otherwise object to any motion to approve or confirm, as applicable, any other plan of reorganization, sale transaction, or any motions related thereto;

(h) prepare and provide to the Supporting Creditors (i) once every two weeks or more frequently as updated during the Chapter 11 Cases, a rolling 13-week cash flow forecast in form and substance reasonably satisfactory to the Required Consenting Creditors, (ii) on or prior to the Petition Date, a detailed projection of restructuring-related expenses for the duration of the Chapter 11 Cases and, after the Petition Date, revised projections of such expenses as the Required Consenting Creditors may reasonably request, (iii) any information provided to the Holders of Term Loans pursuant to the Term Loan Credit Agreement and/or the Cash Collateral Orders, and (iv) within a reasonable time frame, such other information as either the Required Consenting Noteholders or the Required Consenting Term Lenders may reasonably request from time to time;

(i) pay all reasonable and documented fees and expenses of the Supporting Creditor Advisors;

(j) comply with the FCPA Resolution, including timely paying all amounts required to be paid thereunder and completing all other acts required to be completed by the Company thereunder;

(k) if the Debtors know of the Company’s failure to comply with the FCPA Resolution, furnish prompt written notice (and in any event within two (2) Business Days of such actual knowledge) to the Supporting Creditors;

(l) if the Debtors know of a breach by any Debtor of any of the obligations, representations, warranties, or covenants of the Debtors set forth in this Agreement or in any Fundamental Implementation Agreement, furnish prompt written notice (and in any event within

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five (5) Business Days of such actual knowledge) to the Supporting Creditors and use commercially reasonable efforts to take all remedial action necessary as soon as practicable to cure such breach by any such Debtor;

(m) operate their businesses in the ordinary course in a manner consistent with past practice in all material respects (other than any changes in operations (i) resulting from or relating to the Plan or the proposed or actual filing of the Chapter 11 Cases, (ii) imposed by the Bankruptcy Court or (iii) related to the Specified Asset Sales; provided that such changes in operations are, in the absence of such written consent, consistent with the transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents);

(n) to the extent any legal or structural impediments arise that would prevent, hinder, or delay the consummation of the transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents, negotiate in good faith appropriate additional or alternative provisions to address any such impediments; provided that such alternative does not alter, in any material respect, the substance and economics of the Restructuring or the transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents;

(o) not redeem, purchase, or acquire or offer to acquire any equity interests of Key or any of its subsidiaries, including capital stock, limited liability company interests, or partnership interests or make any Distribution (as defined in the Term Loan Credit Agreement); or

(p) not acquire or divest (by merger, exchange, consolidation, acquisition of stock or assets, or otherwise), or file any motion or application seeking authority to acquire or divest, (i) any corporation, partnership, limited liability company, joint venture, or other business organization or division or (ii) the Debtors’ assets, other than (w) related to the Specified Asset Sales, (x) in the ordinary course of business in an aggregate amount of less than $10 million, provided that such assets are no longer needed for the Debtors’ operations; (y) as contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents, or (z) with the advance written consent of the Required Consenting Creditors.

For the avoidance of doubt, and notwithstanding any provisions to the contrary herein, to the extent required to comply with applicable law or the Debtors’ fiduciary obligations, the Debtors may (i) receive, but not actively pursue or cause their representatives to actively pursue, unsolicited proposals, offers, indications of interest or inquiries for one or more Alternative Transactions from other parties and, (ii) to the extent such Alternative Transaction would be expected to provide a higher or better recovery to Holders of Claims and Interests in the Debtors as compared to the recovery such Holders would receive pursuant to the transactions contemplated herein, including consummation of the Restructuring (such Alternative Transaction, a “ Superior Alternative Transaction ”), negotiate, provide due diligence in connection with, discuss, and/or analyze such unsolicited Superior Alternative Transaction without breaching or terminating this Agreement; provided that the Company shall promptly (i)

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notify counsel to the Supporting Creditors upon (x) receipt of any offer or proposal (written or oral) for a Superior Alternative Transaction which the Debtors are considering and (y) electing to enter into a Superior Alternative Transaction; and (ii) provide counsel to the Supporting Creditors with all documentation or information provided to, and offers or proposals received from, third parties in connection with a Superior Alternative Transaction.

For the avoidance of doubt, nothing in this Agreement shall limit any rights of any Party, subject to applicable law, and the agreements contained in any Fundamental Implementation Agreement or Definitive Restructuring Document, to (a) initiate, prosecute, appear, or participate as a party in interest in any contested matter or adversary proceeding to be adjudicated in the Chapter 11 Cases so long as such appearance, initiation, prosecution or participation and the positions advocated in connection therewith are not inconsistent with the Fundamental Implementation Agreements, (b) object to any motion to approve or confirm, as applicable, any other plan of reorganization, sale transaction, or any motions related thereto filed in the Chapter 11 Cases, to the extent that the terms of any such motions, documents, or other agreements are inconsistent with the Fundamental Implementation Agreements, (c) appear as a party in interest in the Chapter 11 Cases for the purpose of contesting whether any matter or fact is or results in a breach of, or is inconsistent in any material respect with, any Fundamental Implementation Agreement, and (d) as applicable, file a proof of claim, if required.

Except as provided herein or in any Fundamental Implementation Agreement or Definitive Restructuring Document, nothing herein or therein is intended to, does or shall be deemed in any manner to waive, limit, impair or restrict the ability of any Party to protect and preserve its rights, remedies and interests, including Claims against any of the Debtors, or liens or security interests it may have in any assets of any of the Debtors. Without limiting the foregoing in any way, if this Agreement is terminated in accordance with its terms for any reason, each Party fully reserves any and all of its respective rights, remedies and interests.

Each Party represents and warrants to each of the other Parties that, as of the date hereof:

(a) it has all requisite power and authority to enter into this PSA and to carry out the transactions contemplated hereby, and perform its obligations hereunder;

(b) the execution and delivery of this PSA and the performance of its obligations hereunder have been duly authorized by all necessary action on its part; and

(c) this PSA constitutes the legally valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

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Each Supporting Creditor (solely on its own behalf and not on behalf of any other Supporting Creditor) represents and warrants, as of the date hereof that:

(a) Holdings by the Supporting Creditors . As of the date hereof, with respect to each Covered Interest listed on Schedule 1 hereto opposite its name, such Supporting Creditor (A) either (i) is the sole beneficial owner of the full amount of such Covered Interests as set forth herein or (ii) has sole investment or voting discretion with respect to the full amount of such Covered Interests as set forth herein and has the power and authority to bind the beneficial owners of such Covered Interests to the terms of this PSA and (B) has full power and authority to act on behalf of, vote, and consent to matters concerning such Covered Interests and to dispose of, exchange, assign, and transfer such Covered Interests, including the power and authority to execute and deliver this PSA and to perform its obligations hereunder, in each case, subject to any ordinary course financing arrangements a Supporting Creditor may have with respect to such Covered Interests;

(b) No Transfers . As of the date hereof, with respect to the Covered Interests, as applicable, held by each Supporting Creditor as set forth on Schedule 1 hereto, such Supporting Creditor has made no Transfer;

(c) Sufficiency of Information Received . Such Supporting Creditor has reviewed, or has had the opportunity to review, with the assistance of professional and legal advisors of its choosing, all information it deems necessary and appropriate for such Supporting Creditor to evaluate the financial risks inherent in the Restructuring and accept the terms of the Plan as set forth in the Plan Term Sheet and the exhibits and schedules thereto;

(d) Knowledge and Experience . Such Supporting Creditor has such knowledge and experience in financial and business matters of this type that it is capable of evaluating the merits and risks of entering into this Agreement and of making an informed investment decision, and has conducted an independent review and analysis of the business and affairs of the Debtors that it considers sufficient and reasonable for purposes of entering into this Agreement;

(e) No Conflicts (Contracts) . The execution, delivery and performance by such Supporting Creditor of this Agreement and the transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents does not and shall not conflict with, result in a breach of or constitute

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(with due notice or lapse of time or both) a default under any contractual obligation to which such Supporting Creditor is a party, except as would not otherwise have a material adverse effect on or materially delay consummation of the Restructuring;

(f) Governmental Approvals . The execution, delivery and performance by such Supporting Creditor of this Agreement does not and shall not require any registration or filing with, consent or approval of, or notice to, or other action to, with or by, any federal, state or governmental authority or regulatory body, except as may be required for approval of the transactions contemplated by this Agreement, the Fundamental Implementation Agreements and the Definitive Restructuring Documents pursuant to applicable Antitrust Laws, and except as would not otherwise have a material adverse effect on the Restructuring; and

(g) No Conflicts (Laws and Organizational Documents) . The execution, delivery, and performance of this Agreement does not (i) violate any provision of law, rule, or regulations applicable to such Supporting Creditor or (ii) violate such Supporting Creditor’s certificate of incorporation, limited liability company agreement, by-laws, or other organizational documents.

Each Debtor (solely on its own behalf and not on behalf of any other Debtor) represents and warrants to its knowledge, as of the date hereof that:

(a) No Conflicts (Contracts) . The execution, delivery and performance by such Debtor of this Agreement and the transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents, including the contemplated New Key Constituent Documents, does not and shall not conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any contractual obligation to which such Debtor is a party, except (i) as a direct result of the filing of the Chapter 11 Cases, (ii) to the extent the applicable Debtor has obtained a waiver or forbearance of any such default which such waiver remains in effect, and/or (iii) to the extent any such breach or default would not be expected to have a material adverse effect on the Debtors’ business or materially delay consummation of the Restructuring;

(b) Governmental Approvals . Subject to the accuracy of Section 8(f), the execution, delivery and performance by such Debtor of this Agreement does not and shall not require any registration or filing with, consent or approval of, or notice to, or other action to, with or by, any federal, state or governmental authority or regulatory body, except as may be necessary or required (i) for approval by the Bankruptcy Court of such Debtor’s authority to implement this Agreement and the Restructuring, (ii) for filings pursuant to the Securities Exchange Act of 1934, as amended, (iii) for filings pursuant to applicable state securities or “blue sky” laws , and (iv) for approval of the transactions contemplated by this Agreement, the Fundamental Implementation Agreements and the Definitive Restructuring Documents pursuant to applicable Antitrust Laws, and except as would not otherwise have a material adverse effect on the consummation of the Restructuring;

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(c) No Conflicts (Laws and Organizational Documents) . The execution, delivery, and performance of this Agreement does not (i) violate any provision of law, rule, or regulations applicable to such Debtor or (ii) violate such Debtor’s certificate of incorporation, limited liability company agreement, by-laws, or other organizational documents;

(d) Certain Estimated Liabilities . To the best of its knowledge after reasonable inquiry, outstanding (i) Other Secured Claims (as defined in the Plan Term Sheet) are not expected to exceed approximately $1 million as of the Plan Effective Date and (ii) General Unsecured Claims (as defined in the Plan Term Sheet) are not expected to exceed approximately $17 million as of the Plan Effective Date after giving effect to payments of General Unsecured Claims in the ordinary course during the Chapter 11 Cases consistent with the Pro Forma 13-Week Budget; and

(e) No Defaults . No Default or Event of Default (as such terms are defined in each of the Term Loan Credit Agreement or the Senior Notes Indenture, as applicable) has occurred and is continuing under the Senior Notes Indenture or the Term Loan Credit Agreement other than the Specified Defaults.

(a) Subject to clause (d) of this Section 10, so long as this Agreement has not been terminated in accordance with its terms, no Supporting Creditor shall, or shall permit its Affiliated Covered Holder to, (A) sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership ¹ ) in the Covered Interests, as the case may be, set forth on Schedule 1 hereto, in whole or in part (other than pledges, transfers or security interests that such Supporting Creditor may have created (i) in favor of a prime broker under and in accordance with its prime brokerage agreement with such prime broker or (ii) in favor of a financing counterparty in accordance with any ordinary course financing arrangements) or (B) grant any proxies or deposit any of such Supporting Creditor’s Interests in the Covered Interests, as the case may be, set forth on Schedule 1 hereto into a voting trust, or enter into a voting agreement with respect to any such Interest (collectively, the actions described in clauses (A) and (B), a “ Transfer ”), unless it satisfies the following requirement (a transferee that satisfies such requirement, a “ Permitted Transferee ,” and such Transfer, a “ Permitted Transfer ”): the intended transferee executes and delivers to counsel to the Debtors and to counsel to the Supporting Noteholders and counsel to the Supporting Term Lenders, in each case on a confidential basis, on the terms set forth in clauses (b) through (d) below an executed form of the transfer agreement in a form attached hereto as Exhibit B (a “ Transfer Agreement ”) before such Transfer is effective (it being understood that any Transfer shall not be

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effective, including without limitation for purposes of calculating Required Consenting Creditors, until notification of such Transfer and a copy of the executed Transfer Agreement is received by counsel to the Company and counsel to the Supporting Noteholders and Supporting Term Lenders, in each case, on the terms set forth herein).

(b) Subject to clause (d) of this Section 10, (A) any Supporting Creditor may Transfer, and execution of the Transfer Agreement shall not be required for Transfer of, Covered Interests to (i) any other Supporting Creditor or (ii) any Affiliated Covered Holder of such Supporting Creditors, which transferee shall be automatically bound by this Agreement upon the Transfer of such Covered Interests, (B) a Qualified Marketmaker that acquires any of the Covered Interests solely with the purpose and intent of acting as a Qualified Marketmaker for such Covered Interests, shall not be required to execute and deliver to counsel a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth in this Agreement if such Qualified Marketmaker transfers such Claims (by purchase, sale, assignment, participation, or otherwise) to a Supporting Creditor or Permitted Transferee (including, for the avoidance of doubt, the requirement that such transferee execute a Transfer Agreement) and the Transfer otherwise is a Permitted Transfer, and (C) to the extent any Party who has signed this Agreement is acting in its capacity as a Qualified Marketmaker, it may Transfer any ownership interests in the Covered Interests that it acquires from a Holder that has not signed this Agreement to a transferee that has not signed this Agreement at the time of such Transfer without the requirement that such transferee be or become a signatory to this Agreement.

(c) This Agreement shall in no way be construed to preclude a Supporting Creditor or any of its Affiliated Covered Holders from acquiring additional Covered Interests or any other Claim against or equity Interest in the Company; provided that (i) if any Supporting Creditor or its Affiliated Covered Holder acquires additional Covered Interests after the PSA Effective Date, such Supporting Creditor shall make commercially reasonable efforts to notify counsel to Company and counsel to the Supporting Noteholders and counsel to the Supporting Term Lenders, in each case on a confidential basis, within a reasonable period of time following such acquisition, which notice shall be deemed to be provided by the filing of any statement with the Bankruptcy Court required by Rule 2019 of the Federal Rules of Bankruptcy Procedure including revised holdings information for such Supporting Creditor of such acquisition, including the amount of such acquisition and (ii) such Supporting Creditor hereby acknowledges and agrees that such Covered Interest shall automatically and immediately upon acquisition by a Supporting Creditor or its Affiliated Covered Holder be subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given in accordance herewith).

(d) Notwithstanding any other provision of this Agreement to the contrary, a Transfer of any or all of the Senior Notes Claims beneficially owned by a Backstop Participant (a “ Transferring Backstop Participant ”) prior to the execution and delivery of the Backstop Agreement shall not relieve such Transferring Backstop Participant of its obligations under this Agreement to negotiate, and once final, execute and deliver the Backstop Agreement without any modification to its Backstop Pro Rata Share as of the date hereof, other than a Transfer to a Permitted Transferee who agrees in writing to be bound by the obligations of such Transferring Backstop Participant under the PSA and who the Company and each Backstop Participant has

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agreed in writing, after due inquiry and investigation, is reasonably capable of fulfilling such obligations and the Transferring Backstop Participant’s obligations set forth in the Backstop Agreement Term Sheet.

(e) Any Transfer made in violation of this provision shall be void ab initio. Any Supporting Creditor that effectuates a Permitted Transfer to a Permitted Transferee shall have no liability under this Agreement arising from or related to the failure of the Permitted Transferee to comply with the terms of this Agreement.

(a) This Agreement shall terminate and all of the obligations of the Parties shall be of no further force or effect upon the occurrence of any of the following events: (i) the Plan Effective Date, (ii) the Plan Confirmation Order is reversed or vacated, (iii) any court of competent jurisdiction has entered an order declaring this Agreement to be unenforceable, (iv) the Debtors and the Required Consenting Creditors mutually agree to such termination in writing, or (v) this Agreement is terminated pursuant to paragraph (b), (c), or (e) of this Section 11.

(b) The Company may, in its discretion, terminate this Agreement by written notice to the other Parties, upon the occurrence of any of the following events:

(i) within three (3) Business Days after the giving of written notice by the Company to the Supporting Creditors of a determination by the board of directors of Key (the “ Board ”), in good faith, based on the advice of its outside counsel, that proceeding with the Restructuring and pursuit of confirmation and consummation of the Plan would be inconsistent with the Board’s fiduciary obligations under applicable law;

(ii) a breach by one or more Supporting Noteholders holding Senior Notes in an aggregate amount such that non-breaching Supporting Noteholders hold less than 66 2/3% of the aggregate outstanding principal amount of the Senior Notes, of its or their material obligations, representations or warranties hereunder, which breach is not cured within ten (10) days after the giving of written notice by the Company of such breach to such Supporting Noteholder or Supporting Noteholders and counsel to the Supporting Noteholders;

(iii) a breach by one or more Supporting Term Lenders holding Term Loans in an aggregate amount such that non-breaching Supporting Term Lenders hold less than 66 2/3% of the aggregate outstanding principal amount of the Term Loans, of its or their material obligations, representations or warranties hereunder, which breach is not cured within ten (10) days after the giving of written notice by the Company of such breach to such Supporting Term Lender or Supporting Term Lenders and counsel to the Supporting Term Lenders;

(iv) the Backstop Agreement has been terminated; or

(v) (x) the Supporting Noteholders no longer collectively hold at least 66 2/3% of the aggregate outstanding principal amount of the Senior Notes and (y) the Supporting Term Lenders no longer collectively hold at least 66 2/3% of the aggregate outstanding principal amount of the Term Loans;

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provided that, upon a termination of this Agreement by the Company pursuant to Section 11(b), (x) all obligations of the Supporting Creditors hereunder shall immediately terminate without further action or notice by such Supporting Creditors, and (y) the Company (and its directors, officers, employees, advisors, subsidiaries, and representatives) shall not have or incur any liability under this Agreement or otherwise on account of such termination.

(c) This Agreement may be terminated by the Required Consenting Noteholders upon the occurrence of any of the following events (it being understood that the following termination events are intended solely for the benefit of the Supporting Noteholders):

(i) any Debtor files or publicly announces that it will file or joins in or supports any plan of reorganization (or disclosure statement related thereto) in the Chapter 11 Cases other than as described herein without the prior written consent of the Required Consenting Noteholders;

(ii) after filing of the Plan with the Bankruptcy Court, (A) any material amendment or modification to the Plan, any other Fundamental Implementation Agreement, or any Definitive Restructuring Document is made by the Debtors or (B) any pleading that seeks Bankruptcy Court approval to amend or modify the Plan, any other Fundamental Implementation Agreement, or any Definitive Restructuring Documents is filed by the Debtors, and such amendment or modification would adversely affect (indirectly or directly) the treatment of the Senior Notes Claims, or the transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents, including reorganized Key’s contemplated corporate governance arrangements and post-reorganization SEC reporting obligations, which amendment, modification or filing is not in form and substance reasonably satisfactory to the Required Consenting Noteholders;

(iii) the filing of any motion or pleading with the Bankruptcy Court by a Party to this Agreement that is inconsistent in any material respect with this PSA, any other Fundamental Implementation Agreement, or any Definitive Restructuring Document, or the transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents, including reorganized Key’s contemplated corporate governance arrangements and post-reorganization SEC reporting obligations (in each case, with such amendments and modifications as have been effected in accordance with the terms hereof and thereof) and such motion or pleading has not been withdrawn prior to the earlier of (i) two (2) Business Days after the Company has received written notice from the Required Consenting Noteholders requesting such withdrawal and (ii) the entry of an order of the Bankruptcy Court approving such motion;

(iv) the Bankruptcy Court grants relief that is inconsistent in any material respect with this Agreement, any other Fundamental Implementation Agreement, or any

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Definitive Restructuring Document in a manner that impacts (indirectly or directly) the treatment of the Senior Notes Claims, or the transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents, including reorganized Key’s contemplated corporate governance arrangements and post-reorganization SEC reporting obligations (in each case with such amendments and modifications as have been properly effected or are permitted in accordance with the terms hereof and thereof);

(v) a breach by any Debtor of (a) its obligations hereunder in any material respect or (b) any of its representations or warranties that would, in the case of clause (b), be reasonably likely to have a material adverse impact on the Debtors or the ability to consummate the Plan or the transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents, including reorganized Key’s contemplated corporate governance arrangements and post-reorganization SEC reporting obligations, which breach, in the case of each of clause (a) and clause (b), is not cured within ten (10) days after the giving of written notice by counsel for the Supporting Noteholders to the Debtors and the Supporting Term Lenders;

(vi) a breach by one or more Supporting Term Lenders holding Term Loans in an aggregate amount such that non-breaching Supporting Term Lenders hold less than 67% of the Term Loans, of (a) its obligations hereunder in any material respect or (b) any of its representations or warranties, in each case that would be reasonably likely to have a material adverse impact on the Debtors or the ability to consummate the Plan or the transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents, including reorganized Key’s contemplated corporate governance arrangements and post-reorganization SEC reporting obligations, which breach is not cured within ten (10) days after the giving of written notice by counsel for the Supporting Noteholders to the Debtors and such Supporting Term Lender;

(vii) the deadlines within the Restructuring Timeline have not been satisfied, unless extended in accordance with the terms of this Agreement;

(viii) the Backstop Agreement is validly terminated;

(ix) the Bankruptcy Court refuses to approve the PSA Assumption Motion;

(x) the Bankruptcy Court does not enter, (i) within five (5) Business Days after the Petition Date, the Interim Cash Collateral Order, and (ii) within forty (40) days after the Petition Date, the Final Cash Collateral Order;

(xi) if any Debtor’s consensual use of the Cash Collateral is terminated and remains terminated for five (5) Business Days;

(xii) (i) a trustee, receiver, or examiner with expanded powers beyond those set forth in Sections 1106(a)(3) and (4) of the Bankruptcy Code is appointed in one or more of the Chapter 11 Cases, (ii) the filing by any Debtor of a motion or other request for relief

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seeking to dismiss any of the Chapter 11 Cases or convert any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code, or (iii) entry of an order by the Bankruptcy Court dismissing any of the Chapter 11 Cases or converting any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code;

(xiii) any Debtor requests that the United States Trustee appoint an official committee of unsecured creditors or an official committee of equity security holders or supports any such request;

(xiv) any Debtor or any Supporting Creditor challenges the principal amount, priority, and/or validity of the Senior Notes Claims;

(xv) the Bankruptcy Court enters an order in the Chapter 11 Cases terminating any of the Debtors’ exclusive right to file a plan or plans of reorganization pursuant to Section 1121 of the Bankruptcy Code;

(xvi) the issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority or any other court of competent jurisdiction, of any ruling or order enjoining the substantial consummation of the Restructuring and the Plan on the terms and conditions set forth in this PSA and the Fundamental Implementation Agreements; provided, however, that the Debtors shall have ten (10) days after notice to the Debtors of such ruling or order to obtain relief that would allow consummation of the Restructuring and the Plan in a manner that (i) does not prevent or diminish in a material way compliance with the terms of the PSA and the Fundamental Implementation Agreements and (ii) is acceptable to the Required Consenting Noteholders in their reasonable discretion;

(xvii) any Debtor sells or files any motion or application seeking authority to sell a material portion of its assets, without the prior written consent of the Required Consenting Creditors;

(xviii) the Company fails to comply with the FCPA Resolution, including by failing to timely pay any amounts required to be paid thereunder or by failing to timely complete any act required to be completed by the Company thereunder;

(xix) the Required Consenting Term Lenders terminate this Agreement (solely as to each Supporting Term Lender) pursuant to Section 11(d) hereof;

(xx) the Company (i) files a motion or pleading with the Bankruptcy Court seeking authority to terminate this Agreement on account of the Board’s fiduciary obligations; or (ii) provides notice to counsel to the Supporting Creditors of its intent to enter into or otherwise publicly announces its intent to pursue an Alternative Transaction;

(xxi) there occurs any uncured Event of Default (as defined in the Senior Notes Indenture) other than a Specified Default;

(xxii) an order denying confirmation of the Plan is entered on the docket in the Chapter 11 Cases; or

(xxiii) the ABL Forbearance Agreement is terminated or expires in accordance with its terms.

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(d) This Agreement may be terminated by the Required Consenting Term Lenders, solely as to each Supporting Term Lender supporting such termination, upon the occurrence of any of the following events (it being understood that the following termination events are intended solely for the benefit of the Supporting Term Lenders):

(i) any Debtor files or publicly announces that it will file or joins in or supports any plan of reorganization (or disclosure statement related thereto) in the Chapter 11 Cases other than as described herein without the prior written consent of the Required Consenting Term Lenders;

(ii) after filing of the Plan with the Bankruptcy Court, (A) any material amendment or modification to the Plan, any other Fundamental Implementation Agreement, or any Definitive Restructuring Document is made by the Debtors or (B) any pleading that seeks Bankruptcy Court approval to amend or modify the Plan, any other Fundamental Implementation Agreement, or any Definitive Restructuring Documents is filed by the Debtors, and such amendment or modification would adversely affect (indirectly or directly) the treatment of the Term Loan Claims, or the transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents, including reorganized Key’s contemplated corporate governance arrangements and post-reorganization SEC reporting obligations, which amendment, modification or filing is not in form and substance reasonably satisfactory to the Required Consenting Term Lenders;

(iii) the filing of any motion or pleading with the Bankruptcy Court by a Party to this Agreement that is inconsistent in any material respect with this PSA, any other Fundamental Implementation Agreement, or any Definitive Restructuring Document, or the transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents (in each case, with such amendments and modifications as have been effected in accordance with the terms hereof and thereof) and such motion or pleading has not been withdrawn prior to the earlier of (i) two (2) Business Days after the Company has received written notice from the Required Consenting Term Lenders requesting such withdrawal and (ii) the entry of an order of the Bankruptcy Court approving such motion;

(iv) the Bankruptcy Court grants relief that is inconsistent in any material respect with this Agreement, any other Fundamental Implementation Agreement, or any Definitive Restructuring Document in a manner that impacts (indirectly or directly) the treatment of the Term Loan Claims, or the transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents (in each case with such amendments and modifications as have been properly effected or are permitted in accordance with the terms hereof and thereof);

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(v) a breach by any Debtor of (a) its obligations hereunder in any material respect or (b) any of its representations or warranties that would, in the case of clause (b), be reasonably likely to have a material adverse impact on the Debtors or their ability to consummate the Plan or the transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents, which breach, in the case of each of clause (a) and clause (b), is not cured within ten (10) days after the giving of written notice by counsel for the Supporting Term Lenders to the Debtors and the Supporting Noteholders;

(vi) a breach by one or more Supporting Noteholders holding Senior Notes in an aggregate amount such that non-breaching Supporting Noteholders hold less than 67% of the Senior Notes of (a) its obligations hereunder in any material respect or (b) any of its representations or warranties, in each case that would be reasonably likely to have a material adverse impact on the Debtors or their ability to consummate the Plan or the transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents, which breach is not cured within ten (10) days after the giving of written notice by counsel for the Supporting Term Lenders to the Debtors and such Supporting Noteholder;

(vii) the deadlines within the Restructuring Timeline have not been satisfied, unless extended in accordance with the terms of this Agreement;

(viii) the Company and the Backstop Participants do not execute the Backstop Agreement prior to the earlier of (x) the 40th day following the date hereof or (y) the day that the Rights Offering commences as to the Supporting Noteholders, or once executed, the Backstop Agreement is amended in a manner that would require the consent of the Required Consenting Term Lenders as provided in the definition of Required Consenting Creditors without such consent;

(ix) (a) The Backstop Agreement is inconsistent with the Backstop Agreement Term Sheet in a manner that adversely affects the Supporting Term Lenders; (b) the Backstop Agreement is validly terminated; or (c) the Backstop Agreement is amended, modified or supplemented in a manner that adversely affects the Supporting Term Lenders in any material respect, including any amendment, modification or supplement that delays or impedes consummation of the transactions contemplated by the Fundamental Implementation Agreements (including this Agreement) or Definitive Restructuring Documents in a manner that is inconsistent with the Restructuring Timeline;

(x) the Bankruptcy Court refuses to approve the PSA Assumption Motion;

(xi) the Bankruptcy Court does not enter, (i) within five (5) Business Days after the Petition Date, the Interim Cash Collateral Order, and (ii) within forty (40) days after the Petition Date, the Final Cash Collateral Order;

(xii) any Debtor’s consensual use of the Cash Collateral is terminated and remains terminated for five (5) Business Days;

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(xiii) (i) a trustee, receiver, or examiner with expanded powers beyond those set forth in Sections 1106(a)(3) and (4) of the Bankruptcy Code is appointed in one or more of the Chapter 11 Cases, (ii) the filing by any Debtor of a motion or other request for relief seeking to dismiss any of the Chapter 11 Cases or convert any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code, or (iii) entry of an order by the Bankruptcy Court dismissing any of the Chapter 11 Cases or converting any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code;

(xiv) any Debtor requests that the United States Trustee appoint an official committee of unsecured creditors or an official committee of equity security holders or supports any such request;

(xv) any Debtor or any Supporting Creditor challenges the principal amount, priority, and/or validity of the Term Loan Claims and/or the liens in respect thereof;

(xvi) the Bankruptcy Court enters an order in the Chapter 11 Cases terminating any of the Debtors’ exclusive right to file a plan or plans of reorganization pursuant to Section 1121 of the Bankruptcy Code;

(xvii) the issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority or any other court of competent jurisdiction, of any ruling or order enjoining the substantial consummation of the Restructuring and the Plan on the terms and conditions set forth in this PSA and the Fundamental Implementation Agreements; provided, however, that the Debtors shall have ten (10) days after notice to the Debtors of such ruling or order to obtain relief that would allow consummation of the Restructuring and the Plan in a manner that (i) does not prevent or diminish in a material way compliance with the terms of the PSA and the Fundamental Implementation Agreements and (ii) is acceptable to the Required Consenting Term Lenders in their reasonable discretion;

(xviii) any Debtor sells or files any motion or application seeking authority to sell a material portion of its assets, without the prior written consent of the Required Consenting Creditors;

(xix) the Company fails to comply with the FCPA Resolution, including by failing to timely pay any amounts required to be paid thereunder or by failing to timely complete any act required to be completed by the Company thereunder;

(xx) the Company (i) files a motion or pleading with the Bankruptcy Court seeking authority to terminate this Agreement on account of the Board’s fiduciary obligations; or (ii) provides notice to counsel to the Supporting Creditors of its intent to enter into or otherwise publicly announces its intent to pursue an Alternative Transaction;

(xxi) there occurs any uncured Event of Default (as defined in the Term Loan Credit Agreement) other than a Specified Default;

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(xxii) an order denying confirmation of the Plan is entered on the docket in the Chapter 11 Cases; or

(xxiii) the ABL Forbearance Agreement is terminated or expires in accordance with its terms.

(e) The Debtors or the Required Consenting Creditors (by written notice executed by counsel at the direction of the Required Consenting Creditors) may terminate this Agreement by written notice to the Parties in the event that the Bankruptcy Court or other governmental authority shall have issued any order, injunction or other decree or take any other action, which restrains, enjoins or otherwise prohibits the implementation of the Restructuring, the Fundamental Implementation Agreements, and/or the Definitive Restructuring Documents substantially on the terms and conditions set forth in this Agreement.

(f) A Supporting Creditor may (solely as to such terminating Supporting Creditor), terminate its obligations hereunder if (i) the Chapter 11 Cases have not been commenced on or before November 22, 2016, or (ii) such Supporting Creditor is both a Supporting Noteholder and a Supporting Term Lender and this Agreement is terminated by the Required Consenting Term Lenders as to themselves pursuant to Section 11(d) hereto.

(g) Any Party may (solely as to such terminating Party) terminate its obligations hereunder if the Plan Effective Date has not occurred on or before the Outside Date.

(h) Any Supporting Noteholder, solely as to such terminating Supporting Noteholder, and any Supporting Term Lender, solely as to such terminating Supporting Term Lender, may terminate its obligations hereunder if any change, modification, amendment, supplement or waiver requiring prior written consent of such Supporting Noteholder or Supporting Term Lender, as applicable, under Section 24 hereof is made without the prior written consent of such Supporting Noteholder or Supporting Term Lender, as applicable.

(i) This Agreement shall terminate solely as to any Supporting Creditor on the date on which such Supporting Creditor has transferred all (but not less than all) of its Covered Interests, as applicable, in accordance with Section 10 of this Agreement.

(j) No Party may seek to terminate or terminate this Agreement based upon any default, failure of a condition, or right of termination in this Agreement arising (directly or indirectly) out of its own actions or omissions.

(k) If this Agreement is terminated as to any Party pursuant to this Section 11, this Agreement shall forthwith become void and of no further force or effect, each such Party shall be released from its commitments, undertakings and agreements under or related to this Agreement, and there shall be no liability or obligation on the part of any such Party, provided that (i) each such Party shall have all rights and remedies available to it under applicable law (for all matters unrelated to this Agreement); (ii) any and all consents and ballots tendered by the a terminating Supporting Creditors prior to such termination shall be deemed, for all purposes, automatically to be null and void ab initio , shall not be considered or otherwise used in any

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manner by the Parties in connection with the Plan and this Agreement or otherwise and such consents or ballots may be changed or resubmitted regardless of whether the applicable voting deadline has passed (without the need to seek a court order or consent from the Debtors allowing such change or resubmission); (iii) in no event shall any such termination relieve any Party from liability for its breach or non-performance of its obligations hereunder prior to the date of such termination (including any reimbursement obligations incurred prior to the date of such termination); and (iv) in no event shall any such termination relieve any Party from its obligations under this Agreement which expressly survive any such termination pursuant to Section 30 hereof.

(a) From the date hereof until the earlier of (x) the valid termination of this Agreement and (y) termination of the Term Loan Forbearance pursuant to clause (c) of this Section 12, each Supporting Noteholder severally and not jointly agrees (so long as it or its Affiliated Covered Holder remains the legal owner or beneficial owner of any Covered Interests ( provided that any Transfer of Covered Interests is made in accordance with Section 10 herein)) to: (i) not instruct any indenture trustee for the Senior Notes to exercise any rights or remedies it may have under the Senior Notes Indenture or under applicable United States or foreign law or otherwise with respect to any of the alleged, existing or anticipated Defaults or Events of Default (as such terms are defined in each of the Term Loan Credit Agreement or the Senior Notes Indenture, as applicable) listed on Schedule 12 hereto (the “ Specified Defaults ”) and (ii) waive or forbear from the exercise of any rights or remedies it may have under the Senior Notes Indenture or under applicable United States or foreign law or otherwise with respect to the Specified Defaults or any acceleration that may occur automatically without action of any party as a result of the operation of the Senior Notes Indenture, solely due to the Specified Defaults (the obligations set forth in this clause (a), the “ Senior Notes Forbearance ”).

(b) From the time at which the Term Loan Agent receives the Forbearance Payment (the “ Effective Time ”), for so long as the events set forth in clause (c) of this Section 12 have not occurred, the Supporting Term Lenders agree to (i) not instruct the Term Loan Agent to exercise any rights or remedies it may have under the Term Loan Credit Agreement or any of the Loan Documents or under applicable United States or foreign law or otherwise with respect to the Specified Defaults and (ii) waive or forbear from the exercise of any rights or remedies it may have under the Term Loan Credit Agreement or any of the Loan Documents or under applicable United States or foreign law or otherwise with respect to the Specified Defaults or any acceleration that may occur automatically without action of any party as a result of the operation of the Term Loan Credit Agreement, solely due to the Specified Defaults (the obligations set forth in this clause (b), the “ Term Loan Forbearance ”).

(c) The Supporting Term Lenders’ obligations under the Term Loan Forbearance shall terminate one (1) Business Day following the occurrence of any of the following events or circumstances:

(i) this Agreement is validly terminated in accordance with Section 11 hereof;

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(ii) the occurrence and continuation of a Default or Event of Default (as such terms are defined in the Term Loan Credit Agreement) other than the Specified Defaults, unless waived pursuant to the terms of the Term Loan Credit Agreement; or

(iii) the making by the Company or any of its subsidiaries that are Obligors under the Term Loan Credit Agreement of any voluntary prepayment of principal or interest on, redemption, repurchase, defeasance or other acquisition or retirement for value of, any Indebtedness (as such term is defined in the Senior Notes Indenture) outstanding pursuant to the Senior Notes Indenture.

(d) As of the Effective Time, notwithstanding any provision to the contrary in the Term Loan Credit Agreement, (i) the Supporting Term Lenders, who constitute Required Lenders under the Term Loan Credit Agreement, hereby irrevocably waive and direct the Term Loan Agent to waive, (1) payment of any prepayment premia (including the Applicable Premium (as such term is defined in the Term Loan Credit Agreement)) in respect of the Forbearance Payment, the Term Loan Payment, and any other principal repayment required to be paid prior to the Petition Date and (2) the requirement that the Company provide three (3) Business Days’ notice prior to any prepayment of any LIBOR Loans (as such term is defined in the Term Loan Credit Agreement) in connection with the Forbearance Payment and the Term Loan Payment and (ii) the Company hereby irrevocably agrees to waive its right to apply the Forbearance Payment and the Term Loan Payment to the principal repayment installments set forth in Section 5.2.1 of the Term Loan Credit Agreement prior to the Maturity Date (as such term is defined in the Term Loan Credit Agreement). For the avoidance of doubt, the provisions of this Section 12(d) shall survive termination of this Agreement.

(e) The execution, delivery and effectiveness of this Agreement, including this Section 12, shall not operate as a waiver of any right, power or remedy of any Supporting Creditor under the Senior Notes Indenture or any of the Loan Documents, as applicable, nor constitute a waiver of any provision of the Senior Notes Indenture or any of the Loan Documents, as applicable, other than as expressly set forth in this Section 12. On and after the Effective Time, this Agreement shall for all purposes constitute a Loan Document.

(f) Execution of this Agreement by the Required Lenders constitutes a direction by the Required Lenders that the Term Loan Agent, in accordance with this Agreement, act or refrain from acting. Each Supporting Term Lender agrees that the Term Loan Agent shall not be required to act against the Company or any of its subsidiaries that are Obligors under the Term Loan Credit Agreement if such action is contrary to the terms of this Agreement. In no event shall any discretionary obligations or duties be construed against the Term Loan Agent hereunder.

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The Parties agree that money damages would be an insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief, including attorneys’ fees and costs, as a remedy of any such breach, including an order of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder, and each Party agrees to waive any requirement for the securing or posting of a bond in connection with such remedy, as the sole remedy to which such non-breaching Party will be entitled, at law or in equity. The Parties agree that such relief will be their only remedy against the applicable other Party with respect to any such breach, and that in no event will any Party be liable for monetary damages (including consequential, special, indirect or punitive damages or damages for lost profits) other than attorneys’ fees and costs.

This Agreement and any amendments, waivers, consents, or supplements hereto or in connection herewith may be executed in multiple counterparts and delivered by electronic mail (in “.pdf” or “.tif” format), facsimile or otherwise, each of which shall be deemed to be an original for the purposes of this Agreement and all of which taken together shall constitute one and the same Agreement.

Notwithstanding anything to the contrary in this Agreement, each Party acknowledges that (a) no securities of the Company are being offered or sold hereby and this Agreement neither constitutes an offer to sell nor a solicitation of an offer to buy any securities of the Company and (b) this Agreement is not, and shall not be deemed to be, a solicitation of a vote for the acceptance of the Plan pursuant to Section 1125 of the Bankruptcy Code. The acceptance of votes from holders of Claims and Interests, as applicable, will not be solicited until such holders have received the Disclosure Statement and related Solicitation Materials that meet the requirements of the Bankruptcy Code, including Bankruptcy Code Sections 1125 and 1126.

The Parties acknowledge and agree that time is of the essence, and that they must each use commercially reasonable efforts to effectuate and consummate the Restructuring as soon as reasonably practicable.

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(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

(b) By its execution and delivery of this Agreement, each Party hereby irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought solely in either a state or federal court of competent jurisdiction in the County of New York in the State of New York. By execution and delivery of this Agreement, each of the parties hereto hereby irrevocably accepts and submits itself to the nonexclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the foregoing, upon the commencement of the Chapter 11 Cases, each Party hereto hereby agrees that, if the petitions have been filed and the Chapter 11 Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of or in connection with this Agreement. The Parties to this Agreement expressly consent to entry of final orders by the Bankruptcy Court arising out of or relating to this Agreement, including but not limited to orders interpreting and enforcing this Agreement.

Each Party hereby confirms that it has made its own decision to execute this Agreement based upon its own independent assessment of documents and information available to it, as it has deemed appropriate. Each Party has had the ability to, and has, consulted with counsel in connection with its consideration of this Agreement. Each Party agrees that it has not entered into this Agreement based upon any representations or warranties that are not included herein.

In consideration for the consent of the administrative agent (the “ ABL Agent ”) and the lenders (the “ ABL Lenders ”) under the ABL Facility to the Forbearance Payment pursuant to the ABL Forbearance Agreement, the (a) Term Loan Agent and the Supporting Term Lenders hereby consent to the use of cash collateral on the terms set forth in the Cash Collateral Order Term Sheet, and (b) Parties hereby acknowledge and agree that the consent of the ABL Agent and the Required Lenders (as defined in the ABL Facility) to use of cash collateral is contingent on the provisions set forth on the Cash Collateral Order Term Sheet as in effect on the date hereof to be reflected in the cash collateral orders entered by the Bankruptcy Court in a manner reasonably satisfactory to the ABL Agent, and agree, for so long as this Agreement is in effect, to use commercially reasonable efforts to cause the provisions on the Cash Collateral Order Term Sheet as in effect on the date hereof to be reflected in the cash collateral orders entered by

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the Bankruptcy Court in a manner reasonably satisfactory to the ABL Agent and not to consent to the entry of any cash collateral orders that fail to include the provisions set forth on the Cash Collateral Order Term Sheet as in effect on the date hereof in a manner reasonably satisfactory to the ABL Agent (this paragraph being the “ Cash Collateral Provision ”).

The ABL Agent and the ABL Lenders are express third-party beneficiaries of the Cash Collateral Provision and this Section 19, and the Cash Collateral Provision and the terms and provisions of this Section 19 expressly inure to the benefit of the ABL Agent and the ABL Lenders, who shall be entitled to rely on and enforce the provisions of this Section 19.

The Term Loan Agent and the Parties agree that money damages would be an insufficient remedy for any breach of the Cash Collateral Provision or this Section 19 and the ABL Agent and the ABL Lenders, as applicable, shall be entitled to specific performance and injunctive or other equitable relief, including attorneys’ fees and costs, as a remedy of any such breach, including an order of the Bankruptcy Court or other court of competent jurisdiction requiring the applicable party to comply promptly with any of its obligations hereunder, and each of the Term Loan Agent and each of the Parties, and by acceptance of the benefits of this Section, the ABL Agent and the ABL Lenders, as applicable, agrees to waive any requirement for the securing or posting of a bond in connection with such remedy, as the sole remedy to which such non-breaching party will be entitled, at law or in equity. Each of the Term Loan Agent and each of the Parties, and by accepting the benefits of this Section 19, each of the ABL Agent and the ABL Lenders executing the ABL Forbearance Agreement agree that such relief will be their only remedy against the applicable other party with respect to any such breach, and that in no event will the ABL Agent and the ABL Lenders or the Term Loan Agent or each of the Parties, be liable for monetary damages (including consequential, special, indirect or punitive damages or damages for lost profits) other than attorneys’ fees and costs.

Unless expressly stated herein, including in this Section 19, this Agreement shall be solely for the benefit of the Parties hereto and no other Entity shall be a third-party beneficiary hereof.

Any notice, request, instruction or other document to be given hereunder by any Party to the others shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by email or overnight courier.

(a) If to the Supporting Noteholders, or counsel to the Supporting Noteholders, to counsel at:

Michael H. Torkin

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10006

torkinm@sullcrom.com

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With a copy to :

Sean A. O’Neal

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

soneal@cgsh.com

(b) If to the Supporting Term Lenders, or counsel to the Supporting Term Lenders, to counsel at:

Eli J. Vonnegut

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

eli.vonnegut@davispolk.com

With a copy   to :

Sean A. O’Neal

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

soneal@cgsh.com

(c) If to Debtors, to:

Katherine Hargis

Vice President, Chief Legal Officer and Secretary

Key Energy Services, Inc.

1301 McKinney Street, Suite 1800

Houston, Texas 77010

khargis@keyenergy.com

With a courtesy copy (that does not constitute notice) to :

Joshua A. Feltman

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

jafeltman@WLRK.com

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and to:

Jeffrey E. Bjork

Sidley Austin LLP

555 West Fifth Street, Suite 4000

Los Angeles, California 90013

jbjork@sidley.com

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. In the event that any part of this Agreement is declared by any court or other judicial or administrative body to be null, void or unenforceable, said provision survives to the extent it is not so declared, and all of the other provisions of this Agreement remain in full force and effect only if, after excluding the portion deemed to be unenforceable, the remaining terms provide for the consummation of the transactions contemplated hereby in substantially the same manner as originally set forth at the later of the date this Agreement was executed or last amended.

This Agreement is the result of the Parties’ joint efforts, and each of them and their respective counsel have reviewed this Agreement and each provision hereof has been subject to the mutual consultation, negotiation, and agreement of the Parties, and the language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and therefore there shall be no construction against any Party based on any presumption of that Party’s involvement in the drafting thereof.

The headings used in this Agreement are for convenience of reference only and do not constitute a part of this Agreement and shall not be deemed to limit, characterize, or in any way affect any provision of this Agreement, and all provisions of this Agreement shall be enforced and construed as if no headings had been used in this Agreement.

Notwithstanding anything to the contrary contained herein, this Agreement, including any exhibits and schedules hereto (including any provision in the Plan Term Sheet and any exhibits and schedules thereto) and the other Fundamental Implementation Agreements

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(other than the Backstop Agreement and once the Confirmation Order has been entered, the Plan) may not be changed, modified, amended, or supplemented, nor shall any provision or requirement hereof be waived, without the prior written agreement (which may include electronic mail by counsel to the applicable parties) of the Debtors and the Required Consenting Creditors; provided that, notwithstanding the foregoing:

(A) any changes, modifications, amendments, supplements or waivers to (i) (a) the following sections or exhibits of the Plan Term Sheet: (1) Sections 8 and 9 (sub-sections entitled “Reorganized Key Corporate Governance Documents”, “Corporate Advisory Services Agreement” and “Investor Rights Agreement” only) and Exhibits 4 and 5, (2) the economic terms of Sections 2 (sub-section entitled “Senior Notes” only) and 7 (sub-section entitled “Senior Notes Rights Offering” only) and (3) the Company’s agreement pursuant to Section 3 to enter into exit financing facilities substantially on the terms set forth in this Agreement, (b) the sections of the Backstop Agreement Term Sheet entitled “Backstop - Backstop Pro Rata Allocation”, “Backstop - Backstop Commitment Payments”, “Call Option Commitment”, “Backstop Agreement Representations, Warranties, Covenants and Conditions” (sub-sections entitled “Covenants” (clauses (d), (g) and (h) only), “Conditions to Backstop Participant Obligations” (clause (i) only), and “Sale, Transfer and Assignment”), “Backstop Agreement Termination” (sub-section entitled “Backstop Participant Termination Rights” only) and “Put Premium”, and the definition of “Required Backstop Participants” in the Backstop Agreement Term Sheet, (c) the Corporate Governance Term Sheet or (d) the Form of Corporate Advisory Service Agreement attached as Exhibit 5 to the Plan Term Sheet (in each of clauses (a), (b), (c) and (d) other than immaterial changes, modifications, amendments, supplements or waivers ), or (ii) the definition of the term “Required Consenting Noteholders” included herein, may not be made without the prior written consent of the Company and each Supporting Noteholder;

(B) any changes, modifications, amendments, supplements or waivers to (i) (a) the economic terms of Section 2 (sub-section entitled “Term Loan” only) of the Plan Term Sheet, (b) Section 8 of the Plan Term Sheet and (c) the Company’s agreement pursuant to Section 3 of the Plan Term Sheet to enter into exit financing facilities substantially on the terms set forth in this Agreement (in each of clauses (a), (b) and (c), other than immaterial changes, modifications, amendments, supplements or waivers necessary to achieve consummation of the Plan), or (ii) the definition of the term “Required Consenting Term Lenders” included herein, may not be made without the prior written consent of the Company and each Supporting Term Lender;

(C) any changes, modifications, amendments, supplements or waivers to Sections 11(f), 11(g), 11(h), 11(i) and 24 hereof and the definitions of the terms “Outside Date,” and “Required Consenting Creditors,” included herein, may not be made without the prior written consent of the Company and each Supporting Creditor; and

(D) this clause (D) and Section 19 hereof may not be amended, supplemented, waived or otherwise modified without the prior written consent of the ABL Agent and the ABL Lenders;

provided further that any changes, modifications, amendments, supplements or waivers and any proposed change, modification, amendment or supplement to, or waiver of, any

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provision of this Agreement and the other Fundamental Implementation Agreements (other than the Backstop Agreement and once the Confirmation Order has been entered, the Plan) that would or would reasonably be expected to materially and adversely affect (i) any Supporting Noteholder in a manner that is disproportionate to any other Supporting Noteholder or the Supporting Noteholders as a whole or (ii) any Supporting Term Lender in a manner that is disproportionate to any other Supporting Term Lender or the Supporting Term Lenders as a whole, may not be made without the prior written consent of the Company and each Supporting Creditor that would be so affected.

The agreements, representations, warranties, and obligations of the Parties under this Agreement are, in all respects, several and not joint.

The Parties hereby acknowledge and agree and shall not dispute that after the commencement of the Chapter 11 Cases, any Party is authorized to terminate, and to take any action necessary to effectuate the termination of, this Agreement pursuant to terms hereof, notwithstanding Section 362 of the Bankruptcy Code or any other applicable law; provided , that nothing herein shall prejudice any Party’s rights to argue that the giving of notice of termination was not otherwise proper under the terms of this Agreement. No cure period contained in this Agreement shall be extended pursuant to Sections 108 or 365 of the Bankruptcy Code or any other applicable law without the prior written consent of each of the Supporting Creditors, and the Debtors hereby waive, to the greatest extent possible, the applicability of the automatic stay to such steps necessary to effectuate the termination of this Agreement.

This Agreement and the Plan Term Sheet are part of a proposed settlement of matters that could otherwise be the subject of litigation among the Parties. Nothing herein shall be deemed an admission of any kind. Pursuant to Federal Rule of Evidence 408 and any applicable state rules of evidence, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding related to the terms of this Agreement.

The Parties hereby acknowledge that no consideration, other than that specifically described herein and in the other Fundamental Implementation Agreements, shall be due or paid to any Party for its agreement to vote to accept the Plan in accordance with the terms and conditions of this Agreement, other than the Debtors’ representations, warranties and agreement to use its commercially reasonable efforts to seek to confirm and consummate the Plan.

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(a) Other than as may be required by applicable law and regulation or by any governmental or regulatory authority, no Party shall issue any press release, make any filing with the SEC (other than required under applicable securities law and regulation as reasonably determined in good faith by outside counsel to the Debtors) or make any other public announcement regarding this Agreement without the consent of the Debtors and the Required Consenting Creditors, which consent shall not be unreasonably delayed, conditioned, or withheld, and each Party shall coordinate with the other Parties regarding any public statements made, including any communications with the press, public filings or filings with the SEC, with respect to this Agreement; for the avoidance of doubt, each Party shall have the right, without any obligation to any other Party, to decline to comment to the press with respect to this Agreement.

(b) Under no circumstances may any Party make any public disclosure of any kind that would disclose (i) the particular holdings of Covered Interests of any Supporting Creditor or (ii) the identity of any Supporting Creditor, in each case without the prior written consent of such Supporting Creditor; provided that (w) the Debtors may disclose such identities and the aggregate holdings of the Supporting Noteholders and the Supporting Term Lenders, respectively, but not individual holdings of any individual Supporting Creditor (which shall be treated as “advisors’ eyes only”) in any filing with the SEC in respect of this Agreement and in any materials filed in the Chapter 11 Cases in support of the PSA Assumption Motion; (x) the Debtors may disclose such identities or amounts without consent to the extent that, upon the advice of counsel, it is required to do so by any governmental or regulatory authority or court of competent jurisdiction (including the Bankruptcy Court), or by applicable law, in which case the Debtors, prior to making such disclosure, shall allow the Supporting Creditors to whom such disclosure relates reasonable time at its own cost to seek a protective order with respect to such disclosures, (y) the Debtors may disclose the existence and material terms of this Agreement, including the execution of this Agreement by the Supporting Creditors, and (z) the Debtors may disclose the aggregate percentage or aggregate principal amount of Covered Interests held by the Supporting Noteholders and Supporting Term Lenders, respectively. The Debtors shall not use the name of any Supporting Creditor in any press release without such Party’s prior written consent.

(c) The Debtors will submit to counsel to the Supporting Noteholders all press releases, public filings, public announcements or other communications with any news media relating to this Agreement or the Restructuring; provided that the Company shall be under no obligation to consult with, or obtain the prior approval of, any other Party as it relates to communications with vendors, customers and other third parties regarding the general nature of the Restructuring.

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Notwithstanding (i) a Permitted Transfer of Covered Interests in accordance with Section 10 or (ii) the termination of this Agreement in accordance with its terms, the agreements and obligations of the Parties in this Section 30 and Sections 1, 2(c), 6, 7, 8, 9, 11(k), 12,13, 14, 15, 17, 18, 19, 20, 21, 22, 23, 24, 25, 27 and 29(b) shall survive such Permitted Transfer and/or termination and shall continue in full force and effect for the benefit of the Parties in accordance with the terms hereof.

[ Signature Pages Follow ]

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IN WITNESS WHEREOF, this PSA has been duly executed as of the date first above written.

SCHEDULE 1

HOLDINGS OF SUPPORTING CREDITORS

[Confidential – Advisors Eyes Only – to be redacted]

SCHEDULE 12

SPECIFIED DEFAULTS

With respect to the Senior Notes Forbearance:

With respect to the Term Loan Forbearance:

Exhibit A

Plan Term Sheet

[See separate attachment]

FINAL VERSION

K EY E NERGY S ERVICES , I NC ., ET AL .

C HAPTER 11 P LAN T ERM S HEET

This term sheet (the “ Plan Term Sheet ”) describes the material terms of a proposed “prepackaged” chapter 11 plan of reorganization for Key Energy Services, Inc., a Maryland corporation (“ Key ” or the “ Company ” and, as reorganized, “ Reorganized Key ”) and certain of its subsidiaries, under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq. (the “ Bankruptcy Code ”).

Capitalized terms used in the Plan Term Sheet shall, except as otherwise defined herein or where the context otherwise requires, have the meanings provided in the Plan Support Agreement (the “ PSA ”) by and among (i) the Debtors (defined below) and (ii) severally and not jointly each Holder (or investment advisor or manager thereof), on behalf of itself and each of its Affiliated Covered Holders that is a Holder of (A) Senior Notes listed on Schedule 1 to the PSA and party thereto (each, a “ Supporting Noteholder ”), and/or (B) Term Loans listed on Schedule 1 to the PSA and party thereto (each, a “ Supporting Term Lender ”; and together with the Supporting Noteholders, the “ Supporting Creditors ”). Each Debtor and each Supporting Creditor is referred to herein individually as a “ Party ”, and collectively as the “ Parties ”.

This Plan Term Sheet does not include a description of all the relevant terms and conditions of the restructuring contemplated herein.

Nothing herein constitutes a commitment to exchange any debt, lend funds to any of the Debtors, vote in a certain way or otherwise negotiate or engage in the transactions contemplated herein.

This Plan Term Sheet is proffered in the nature of a settlement proposal in furtherance of settlement discussions and is intended to be entitled to the protections of Rule 408 of the Federal Rules of Evidence and all other applicable statutes or doctrines protecting the use or disclosure of confidential information and information exchanged in the context of settlement discussions.

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Incremental Liquidity Shares - No Tranches of Incremental Liquidity Shares Funded

($ in millions)

Schedule 4: Reorganized Key Common Stock - Tranche 1 of Incremental Liquidity Shares Funded