EX-10.1


 Exhibit 10.1 

FORBEARANCE AGREEMENT – AMENDMENT NO. 2 

THIS AMENDMENT NO. 2 dated as of June 17, 2016 (this “Amendment No. 2”) to the FORBEARANCE AGREEMENT
dated as of May 11, 2016 (as amended by that certain Amendment No. 1 dated June 6, 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. 2 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) the Specified Date, 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. The
“Specified Date” shall be the date, not earlier than July 18, 2016, specified in a written (including via electronic mail) notice to the Borrower from the Administrative Agent or its counsel that sufficient Lenders have withdrawn in
writing their support for the Forbearance Agreement such that it is no longer supported by the Required Lenders, which date is not fewer than five (5) Business Days following delivery of such notice. 

Section 3. Conditions to Effectiveness of this Amendment No. 2. 

This Amendment No. 2 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. 2 signed on behalf of such Person,
(ii) execution of this Amendment No. 2 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
$2,447,730.75 in outstanding principal and $52,269.25 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. 

Section 4. Miscellaneous 

4.1 Counterparts. This Amendment No. 2 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. 2 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. 2 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK. 
 [SIGNATURES BEGIN NEXT PAGE] 

  
 2 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed
as of the date first written above. 
  

							
	BORROWER:	 		 	KEY ENERGY SERVICES, INC.
				
		 		 	By:	 	 /s/ Katherine I. Hargis

		 		 	Name:	 	Katherine I. Hargis
		 		 	Title:	 	VP, Chief Legal Officer & Secretary
			
	GUARANTORS:	 		 	KEY ENERGY SERVICES, LLC
				
		 		 	By:	 	 /s/ Katherine I. Hargis

		 		 	Name:	 	Katherine I. Hargis
		 		 	Title:	 	VP, Chief Legal Officer & Secretary
			
		 		 	KEY ENERGY MEXICO, LLC
				
		 		 	By:	 	 /s/ Katherine I. Hargis

		 		 	Name:	 	Katherine I. Hargis
		 		 	Title:	 	VP, Chief Legal Officer & Secretary


  
 [Signature Page to
Amendment No. 2 to Forbearance Agreement] 








							
	ADMINISTRATIVE AGENT:	 		 	CORTLAND CAPITAL MARKET SERVICES LLC
		 		 	as the Administrative Agent
				
		 		 	By:	 	 /s/ Polina Arsentyeva

		 		 	Name:	 	Polina Arsentyeva
		 		 	Title:	 	Associate Counsel


  
 [Signature Page to
Amendment No. 2 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. 2 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. 2 to Forbearance Agreement] 







 
			
	TAO FUND LLC,
	as a Lender
		
	By:	 	 /s/ Steven S. Ploss

	Name:	 	Steven S. Ploss
	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. 2 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. 2 to Forbearance Agreement] 







 
			
	BLT 13 LLC,
	as a Lender
		
	By:	 	 /s/ Robert Healey

	Name:	 	Robert Healey
	Title:	 	Authorized Signatory



  
 [Signature Page to
Amendment No. 2 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 Adler

	Name:	 	David Adler
	Title:	 	Partner



  
 [Signature Page to
Amendment No. 2 to Forbearance Agreement] 







 
			
	CONTRARIAN CAPITAL MANAGEMENT, L.L.C.,
	as Lenders
	
	On behalf of various managed accounts and affiliated entities
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 [Signature Page to
Amendment No. 2 to Forbearance Agreement] 







 
			
	SPCP GROUP, LLC,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 [Signature Page to
Amendment No. 2 to Forbearance Agreement] 







 
			
	SPECIAL SITUATIONS INVESTING GROUP, INC.,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 [Signature Page to
Amendment No. 2 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:	 	  

	Name:	 	
	Title:	 	



  
 [Signature Page to
Amendment No. 2 to Forbearance Agreement] 







 
			
	QPB HOLDINGS LTD.,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 [Signature Page to
Amendment No. 2 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. 2 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:	 	Vice President



  
 [Signature Page to
Amendment No. 2 to Forbearance Agreement]