EX-10.1



 Exhibit 10.1 

FORBEARANCE AGREEMENT –AMENDMENT NO. 1 

THIS AMENDMENT NO. 1 dated as of June 6, 2016 (this “Amendment No. 1”) to the FORBEARANCE AGREEMENT
dated as of May 11, 2016 (the “Forbearance Agreement”), is entered into by and among KEY ENERGY SERVICES, INC., a Maryland corporation (the “Borrower”), each of the guarantors party hereto (the
“Guarantors”), each of the lenders party hereto (the “Consenting Lenders” and collectively with each other lender under the Credit Agreement (as defined below), the “Lenders”) and CORTLAND CAPITAL
MARKET SERVICES LLC, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent” and collectively with the Borrower, the Guarantors and the Lenders, the
“Parties”) 
 WHEREAS, the Parties desire to amend the Forbearance Agreement to extend the term of the Forbearance
Agreement. 
 NOW, THEREFORE, the parties hereto agree as follows: 

Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in
the Credit Agreement or the Forbearance Agreement, as applicable. Unless otherwise indicated, all section references in this Amendment No. 1 refer to sections of the Credit Agreement. 

Section 2. Forbearance. Section 2.1 of the Forbearance Agreement is hereby amended and replaced in its entirety as follows:

 “The “Forbearance Period” shall commence on the Effective Time, and shall terminate immediately and automatically
upon the earliest to occur of (i) June 20, 2016, at 11:59 p.m. New York time (the “Forbearance Termination Date”) and (ii) the termination of this Forbearance pursuant to Section 2.3 below.” 

Section 3. Conditions to Effectiveness of this Amendment No. 1. 

This Amendment No. 1 shall become effective (the date of such effectiveness being referred to herein as the “Effective Time”) upon
(i) the Administrative Agent having received from the Borrower, the Guarantors and the Consenting Lenders sufficient to constitute the Required Lenders, counterparts of this Amendment No. 1 signed on behalf of such Person,
(ii) execution of this Amendment No. 1 by the Administrative Agent and, (iii) receipt by the Administrative Agent of $2.5 million in cash (the “Forbearance Payment”), which payment shall be applied to prepay
$2,457,321.11 in outstanding principal and $42,678.89 in accrued and unpaid interest on such principal amount of the loans outstanding under the Credit Agreement in accordance with Section 5.3.1 of the Credit Agreement. As of the Effective
Time, notwithstanding any provision to the contrary in the Credit Agreement, (a) the Consenting Lenders, who constitute Required Lenders under the Credit Agreement, hereby irrevocably waive and direct the Administrative Agent to waive,
(1) payment of the Applicable Premium in respect of the Forbearance Payment and (2) the requirement that the Borrower provide three business days’ notice prior to any prepayment of any LIBOR Loans in connection with the Forbearance
Payment and (b) the Borrower hereby irrevocably agrees to waive its right to apply the Forbearance Payment to the principal repayment installments set forth in Section 5.2.1 of the Credit Agreement prior to the Maturity Date. 

  
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 Section 4. Miscellaneous 

4.1 Counterparts. This Amendment No. 1 may be executed by one or more of the parties hereto in any number of separate
counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Amendment No. 1 by facsimile or electronic transmission in portable document format (.pdf) shall be effective
as delivery of a manually executed counterpart hereof. 
 4.2 GOVERNING LAW. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 [SIGNATURES BEGIN NEXT PAGE] 

 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed
as of the date first written above. 
  

							
	BORROWER:	 		 	KEY ENERGY SERVICES, INC.
				
		 		 	By:	 	/s/ J. Marshall Dodson
		 		 	Name:	 	J. Marshall Dodson
		 		 	Title:	 	Senior Vice President and Chief Financial Officer

  

							
	GUARANTORS:	 		 	KEY ENERGY SERVICES, LLC
				
		 		 	By:	 	/s/ J. Marshall Dodson
		 		 	Name:	 	J. Marshall Dodson
		 		 	Title:	 	Senior Vice President and Chief Financial Officer

  

							
		 		 	KEY ENERGY MEXICO, LLC
				
		 		 	By:	 	/s/ J. Marshall Dodson
		 		 	Name:	 	J. Marshall Dodson
		 		 	Title:	 	Senior Vice President and Chief Financial Officer


  
 [Signature Page to
Amendment No. 1 to Forbearance Agreement] 









							
	ADMINISTRATIVE AGENT:	 		 	 CORTLAND CAPITAL MARKET SERVICES, LLC

as the Administrative Agent

				
		 		 	By:	 	/s/ Emily Ergang Pappas
		 		 	Name:	 	Emily Ergang Pappas
		 		 	Title:	 	Associate Counsel


  
 [Signature Page to
Amendment No. 1 to Forbearance Agreement] 









							
	LENDERS:	 		 	 DW CATALYST MASTER FUND, LTD.,

individually as a Lender

				
		 		 	 By:
	 	DW Partners, LP, its investment manager
				
		 		 	By:	 	/s/ Shawn Singh
		 		 	Name:	 	Shawn Singh
		 		 	Title:	 	General Counsel


  
 [Signature Page to
Amendment No. 1 to Forbearance Agreement] 








 
			
	 MURRAY HILL FUNDING ulc,

individually as a Lender

		
	By:	 	/s/ Mobasharul Islam
	Name:	 	Mobasharul Islam
	Title:	 	Authorized Signatory



  
 [Signature Page to
Amendment No. 1 to Forbearance Agreement] 








 
			
	 CERBERUS ASRS FUNDING LLC,

as a Lender

		
	By:	 	/s/ Kevin P. Genda
	Name:	 	Kevin P. Genda
	Title:	 	Vice President


  
  

			
	 CERBERUS AUS LEVERED II LP

as a Lender

		
	By:	 	CAL II GP LLC
	Its:	 	General Partner
		
	By:	 	/s/ Kevin P. Genda
	Name:	 	Kevin P. Genda
	Title:	 	Vice President


  
  

			
	 CERBERUS ICQ LEVERED LLC,
 as
a Lender

		
	By:	 	/s/ Kevin P. Genda
	Name:	 	Kevin P. Genda
	Title:	 	Vice President


  
  

			
	 CERBERUS KRS LEVERED LLC,
 as
a Lender

		
	By:	 	/s/ Kevin P. Genda
	Name:	 	Kevin P. Genda
	Title:	 	Vice President


  
  

			
	 CERBERUS N-1 FUNDING LLC,
 as
a Lender

		
	By:	 	/s/ Kevin P. Genda
	Name:	 	Kevin P. Genda
	Title:	 	Vice President


  
  

			
	 CERBERUS OFFSHORE LEVERED II LP

as a Lender

		
	By:	 	COL II GP LLC
	Its:	 	General Partner
		
	By:	 	/s/ Kevin P. Genda
	Name:	 	Kevin P. Genda
	Title:	 	Vice President


  

  
 [Signature Page to
Amendment No. 1 to Forbearance Agreement] 








 
			
	 CERBERUS SWC LEVERED LOAN OPPORTUNITIES MASTER FUND, L.P.

as a Lender

		
	By:	 	 Cerberus SWC Levered Opportunities
 GP,
LLC

	Its:	 	General Partner
		
	By:	 	/s/ Kevin P. Genda
	Name:	 	Kevin P. Genda
	Title:	 	Senior Managing Director



  
 [Signature Page to
Amendment No. 1 to Forbearance Agreement] 








 
			
	 TAO FUND LLC,
 as a
Lender

		
	By:	 	/s/ David Stiepteman
	Name:	 	David Stiepteman
	Title:	 	Vice President


  

			
	 TPG SPECIALTY LENDING, INC,

as a Lender

		
	By:	 	/s/ Josh Easterly
	Name:	 	Josh Easterly
	Title:	 	Co-Chief Executive Officer



  
 [Signature Page to
Amendment No. 1 to Forbearance Agreement] 








 
			
	 TENNENBAUM ENERGY

OPPORTUNITIES CO., LLC
 TENNENBAUM ENHANCED YIELD
OPERATING I, LLC
 TENNENBAUM SENIOR LOAN FUND V, LLC

TENNENBAUM SENIOR LOAN
 FUNDING III, LLC

TENNENBAUM SENIOR LOAN SPV, LLC,
 as Lenders

	
	On behalf of each of the above entities:
		
	By:	 	Tennenbaum Capital Partners, LLC
	Its:	 	Investment Manager
		
	By:	 	/s/ David
	Name:	 	David
	Title:	 	Partner



  
 [Signature Page to
Amendment No. 1 to Forbearance Agreement] 








 
			
	 BLUE MOUNTAIN SUMMIT TRADING L.P.,

as a Lender

		
	By:	 	/s/ David M. O’Mara
	Name:	 	David M. O’Mara
	Title:	 	Deputy General Counsel


  

  
 [Signature Page to
Amendment No. 1 to Forbearance Agreement] 








 
			
	 BLT 13 LLC,
 as a
Lender

		
	By:	 	/s/ Michael Wotanowski
	Name:	 	Michael Wotanowski
	Title:	 	Authorized Signatory


  

  
 [Signature Page to
Amendment No. 1 to Forbearance Agreement] 








 
			
	 CONTRARIAN CAPITAL

MANAGEMENT, L.L.C.,
 as Lenders

	
	On behalf of various managed accounts and affiliated entities
		
	By:	 	/s/ Jon Bauer
	Name:	 	Jon Bauer
	Title:	 	Authorized Signatory



  
 [Signature Page to
Amendment No. 1 to Forbearance Agreement] 








 
			
	 QPB HOLDINGS LTD.,
 as a
Lender

		
	By:	 	/s/ Thomas L. O’Grady
	Name:	 	Thomas L. O’Grady
	Title:	 	Attorney-in-Fact



  
 [Signature Page to
Amendment No. 1 to Forbearance Agreement] 








 
			
	 SPCP GROUP, LLC,
 as a
Lender

		
	By:	 	/s/ Michael A. Gatto
	Name:	 	Michael A. Gatto
	Title:	 	Authorized Signatory



  
 [Signature Page to
Amendment No. 1 to Forbearance Agreement] 








 
			
	 SPECIAL SITUATIONS INVESTING

GROUP, INC.,
 as a Lender

		
	By:	 	/s/ Daniel S. Oneglia
	Name:	 	Daniel S. Oneglia
	Title:	 	Authorized Signatory



  
 [Signature Page to
Amendment No. 1 to Forbearance Agreement] 








 
			
	 WHITEBOX CREDIT PARTNERS, LP,

WHITEBOX MULTI-STRATEGY
 PARTNERS, LP

WHITEBOX RELATIVE VALUE
 PARTNERS, LP,

as Lenders

	
	On behalf of each of the above entities:
		
	By:	 	Whitebox Advisors LLC
	Its:	 	Investment Manager
		
	By:	 	/s/ Mark Strefling
	Name:	 	Mark Strefling
	Title:	 	General Counsel & Chief Operating Officer, Whitebox Advisors LLC



  
 [Signature Page to
Amendment No. 1 to Forbearance Agreement]