NO DEFAULT.
AFTER GIVING EFFECT TO THIS
AMENDMENT, NO EVENT HAS OCCURRED AND IS CONTINUING THAT CONSTITUTES A DEFAULT OR
EVENT OF DEFAULT.
4.
REFERENCE TO AND EFFECT ON CREDIT
AGREEMENT.
(A)
UPON AND AFTER THE EFFECTIVENESS OF THIS
AMENDMENT, EACH REFERENCE IN THE CREDIT AGREEMENT 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 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.
5.
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.
6.
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.
7.
GOVERNING LAW.
THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
[Signature pages follow]
4
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:
Name:
Title:
BORROWER:
KEY ENERGY SERVICES, INC.
By:
Name: William M. Austin
Title: Senior Vice President and Chief Financial Officer
[Signature Page to Third Amendment]
Execution Version
GUARANTORS:
KEY ENERGY DRILLING, INC.
ODESSA EXPLORATION INCORPORATED
UNITRACK SERVICES HOLDING, INC.
By:
Name: William M. Austin
Title: Vice President and Treasurer
KEY ENERGY SERVICES, LLC
KEY ENERGY PRESSURE PUMPING SERVICES, LLC
KEY ENERGY FISHING & RENTAL SERVICES, LLC
KEY ENERGY SHARED SERVICES,