Exhibit 10.1
FOURTH AMENDMENT TO CREDIT AGREEMENT
DATED AS OF NOVEMBER 12, 2007
This FOURTH AMENDMENT TO CREDIT AGREEMENT (together with all Exhibits, Schedules
and Annexes hereto, this "Amendment") is among KEY ENERGY SERVICES, INC., a
Delaware corporation (the "Borrower"), the Guarantors signatory hereto, the
LENDERS (as defined in the Credit Agreement), and LEHMAN COMMERCIAL PAPER INC.,
as administrative agent for the Lenders (in such capacity, the "Administrative
Agent") and as Collateral Agent for the Lenders and other Secured Parties (in
such capacity, the "Collateral Agent").
PRELIMINARY STATEMENTS
A.
The Borrower, the Lenders, the Administrative Agent, Wells Fargo
Foothill, Inc., as Revolving Administrative Agent, Lehman Brothers Inc., as sole
lead arranger and sole bookrunner, and the other agents party thereto, entered
into a Credit Agreement dated as of July 29, 2005 (together with all Annexes,
Exhibits and Schedules thereto, and as heretofore amended, the "Credit
Agreement").
Capitalized terms used and not otherwise defined in this Amendment
shall have the meanings given them in the Credit Agreement.
B.
The Borrower intends to issue $400,000,000 of senior unsecured
notes (the "Notes Issuance"), on substantially the terms set forth in the
Preliminary Offering Memorandum dated November 5, 2007 (the "Preliminary
Offering Memorandum"), copies of which have been provided to the Agents.
The
proceeds of the Notes Issuance will be used, in part, to repay in full the Term
Loans.
In connection with the Notes Issuance, the Borrower has proposed, and
the other parties to this Amendment have agreed, that the Credit Agreement be
amended (i) to terminate the Funded Letter of Credit Commitments, (ii) to permit
the entire Revolving Credit Commitments to be used for Revolving Credit Letters
of Credit and (iii) to permit the Notes Issuance.
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
AMENDMENTS TO CREDIT AGREEMENT.
SUBJECT TO THE SATISFACTION OF
THE CONDITIONS SET FORTH IN SECTION 4 HEREOF, THE CREDIT AGREEMENT IS AMENDED AS
FOLLOWS:
(A)
THE DEFINITION OF REVOLVING L/C COMMITMENT SET FORTH IN SECTION 1
OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY REPLACING THE NUMBER "$25,000,000"
WITH THE NUMBER "$65,000,000".
(B)
SECTION 7.2(F)(II) OF THE CREDIT AGREEMENT IS HEREBY AMENDED AND
RESTATED IN ITS ENTIRETY AS FOLLOWS:
"CONSISTING OF UNSECURED INDEBTEDNESS OF THE BORROWER, IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $500,000,000, THE PROCEEDS OF WHICH ARE USED TO REPAY THE
TERM LOANS AND THE GUARANTEE OBLIGATIONS OF ANY GUARANTOR IN RESPECT OF SUCH
INDEBTEDNESS, WITH ANY PROCEEDS IN EXCESS OF THE AMOUNT REQUIRED TO REPAY SUCH
INDEBTEDNESS BEING USED FOR GENERAL
CORPORATE PURPOSES, AND THE UNSECURED GUARANTEE BY ANY GUARANTOR HEREUNDER OF
THE BORROWER'S OBLIGATIONS THEREUNDER; PROVIDED THAT NO PART OF THE PRINCIPAL
PART OF SUCH INDEBTEDNESS SHALL HAVE A MATURITY DATE EARLIER THAN SIX MONTHS
AFTER THE REVOLVING CREDIT TERMINATION DATE;"
2.
EXISTING LETTER OF CREDIT.
(A)
EACH OF THE FUNDED LETTERS OF CREDIT ISSUED AND OUTSTANDING ON THE
AMENDMENT