TO "THIS AGREEMENT", "HEREUNDER", "HEREOF" OR WORDS OF
LIKE IMPORT REFERRING TO THE CREDIT AGREEMENT, AND EACH REFERENCE IN THE OTHER
LOAN DOCUMENTS TO "THE CREDIT AGREEMENT", "THEREUNDER", "THEREOF" OR WORDS OF
LIKE IMPORT REFERRING TO
4
THE CREDIT AGREEMENT, SHALL MEAN AND BE A REFERENCE TO THE CREDIT AGREEMENT AS
AMENDED HEREBY.
THIS AMENDMENT IS A LOAN DOCUMENT.
(B)
EXCEPT AS SPECIFICALLY AMENDED ABOVE, THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS ARE AND SHALL CONTINUE TO BE IN FULL FORCE AND EFFECT AND
ARE HEREBY IN ALL RESPECTS RATIFIED AND CONFIRMED.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE SECURITY DOCUMENTS AND ALL OF THE COLLATERAL
DESCRIBED THEREIN DO AND SHALL CONTINUE TO SECURE THE PAYMENT OF ALL OBLIGATIONS
UNDER AND AS DEFINED THEREIN.
(C)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT SHALL
NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, OPERATE AS A WAIVER OF ANY RIGHT,
POWER OR REMEDY OF ANY SECURED PARTY UNDER ANY OF THE LOAN DOCUMENTS, NOR,
EXCEPT AS EXPRESSLY PROVIDED HEREIN, CONSTITUTE A WAIVER OR AMENDMENT OF ANY
PROVISION OF ANY OF THE LOAN DOCUMENTS.
7.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF
WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL
OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
DELIVERY
OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE TO THIS AMENDMENT BY FACSIMILE OR
ELECTRONIC TRANSMISSION (IN PDF FORMAT) SHALL BE EFFECTIVE AS DELIVERY OF A
MANUALLY EXECUTED COUNTERPART OF THIS AMENDMENT.
8.
SEVERABILITY.
ANY PROVISION OF THIS AMENDMENT THAT IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
9.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
written above.
ADMINISTRATIVE AGENT AND COLLATERAL AGENT:
LEHMAN COMMERCIAL PAPER INC.
By:
/s/ Maria Maslennikova Lund
Name:
Maria Maslennikova Lund
Title:
Vice President
[Signature Page to Fourth Amendment]
Wells Fargo Foothill, Inc.
(as Lender)
By:
/s/ Kristy S. Loucks
Name:
Kristy S. Loucks
Title:
Vice President
Wells Fargo Foothill, Inc.
(as Issuing Lender)
By:
/s/ Kristy S. Loucks
Name:
Kristy S. Loucks
Title:
Vice President
Capital One, N.A.
(as Lender)
By:
/s/ David L. Denbina, P.E.
Name:
David L. Denbina, P.E.
Title:
Senior Vice President
(as Issuing Lender)
By:
Name:
Title:
BORROWER:
KEY ENERGY SERVICES, INC.
By:
/s/ William M. Austin
Name:
William M. Austin
Title:
Senior Vice President and Chief Financial Officer
EXECUTION VERSION
GUARANTORS:
KEY ENERGY DRILLING, INC.
ODESSA EXPLORATION INCORPORATED