Exhibit 10.2
TWELFTH AMENDMENT TO CREDIT AGREEMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)
THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT (the "Twelfth Amendment") is
dated as of February 21, 2002 and is made by and among KEY ENERGY SERVICES, INC.
(formerly known as Key Energy Group, Inc.), a Maryland corporation (the
"Borrower"), the LENDERS (as defined in the Credit Agreement), PNC BANK,
NATIONAL ASSOCIATION, as Administrative Agent (the "Administrative Agent"),
NORWEST BANK TEXAS, N.A., as Collateral Agent and PNC CAPITAL MARKETS, INC., as
Arranger.
WITNESSETH:
WHEREAS, the Borrower, the Lenders, the Administrative Agent, the
Collateral Agent and the Arranger are party to that certain Second Amended and
Restated Credit Agreement, dated as of June 6, 1997, as amended and restated
through September 14, 1998, and as amended by the First Amendment dated as of
November 19, 1998, the Second Amendment dated as of December 29, 1998, the Third
Amendment dated as of April 8, 1999, the Fourth Amendment dated as of April 15,
1999, the Fifth Amendment dated as of May 10, 1999, the Sixth Amendment dated as
of July 14, 1999, the Seventh Amendment dated as of March 1, 2000, the Eighth
Amendment and Consent dated as of February 21, 2001, the Ninth Amendment dated
as of September 17, 2001, the Tenth Amendment dated as of December 13, 2001, and
the Eleventh Amendment dated as of February 21, 2002 (as amended, restated,
supplemented or modified, the "Credit Agreement");
WHEREAS, in connection with the issuance of the Future Senior Notes, the
holders of the 2001 Senior Notes will be given the opportunity to exchange 2001
Senior Notes for other senior notes issued pursuant to Future Senior Notes
Indentures which are identical, in all material respects, to the Future Senior
Notes;
WHEREAS, the Future Senior Notes are to be issued on terms identical, in
all material respects, to the terms of the 2001 Senior Notes;
WHEREAS, the Borrower has requested that the Credit Agreement be amended
to reflect that issuance of up to $325,000,000 of senior notes pursuant to the
Future Senior Notes Indenture will be permitted by the Credit Agreement so long
as the sum of the 2001 Senior Notes and all senior notes to be issued pursuant
to the Future Senior Notes Indenture do not exceed $325,000,000; and
WHEREAS, capitalized terms used herein shall have the meanings given to
them in the Credit Agreement.
NOW, THEREFORE, the parties hereto and in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:
1. AMENDMENT TO SECTION 1.1 [DEFINED TERMS]. The defined term "Future
Senior Notes" is hereby amended and restated as follows:
"FUTURE SENIOR NOTES": senior notes to be issued by the Borrower in
an aggregate principal amount not to exceed $150,000,000, with a
maturity of March 1, 2008 or later and with an interest rate not to
exceed 9.0%; provided, however, that such principal amount may be
increased dollar for dollar by the aggregate principal amount of
2001 Senior Notes which are exchanged for senior notes of the same
series issued pursuant to the Future Senior Notes Indenture;
provided, further, that in no event may the aggregate outstanding
principal amount of the 2001 Senior Notes and the Future Senior
Notes at any time exceed $325,000,000.
2. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to
the Administrative Agent and the Lenders that, by its execution and delivery
hereof to the Administrative Agent, as of the Effective Date, after giving
effect to this Twelfth Amendment, no Default or Event of Default has occurred
and is continuing, and the representations and warranties made by the Borrower
and the other Loan Parties in or pursuant to the Credit Agreement or any Loan
Documents are true and correct in all material respects on and as of the
Effective Date as if made on such date (except to the extent that any such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties were true and correct in all material
respects on and as of such earlier date).
3. CONDITIONS TO EFFECTIVENESS OF THIS TWELFTH AMENDMENT. This Twelfth
Amendment shall become effective on the date on which the following conditions
have occurred (the "Effective Date"): (a) the Administrative Agent shall have
received a copy of this Twelfth Amendment duly executed and delivered by a duly
authorized officer of the Borrower, the Required Lenders and the Administrative
Agent, (b) the Administrative Agent shall have received the Acknowledgment and
Consent, attached hereto as EXHIBIT A, executed and delivered by a duly
authorized officer of each of the signatories thereto, (c) no Default or Event
of Default shall exist and be continuing, and (d) the Administrative Agent shall
have received such other corporate documents and resolutions as the
Administrative Agent may reasonably request.
4. MISCELLANEOUS.
(a) CONTINUING EFFECT OF THE CREDIT AGREEMENT. This Twelfth
Amendment shall not constitute an amendment or waiver of or consent to any
provision of the Credit Agreement not expressly referred to herein and shall not
be construed as an amendment, waiver or consent to any action on the part of the
Borrower that would require an amendment, waiver or consent of the Agents or the
Lenders except as expressly stated herein. Except as expressly consented to
hereby, the provisions of the Credit Agreement and the other Loan Documents are
and shall remain in full force and effect.
(b) FEES AND EXPENSES. The Borrower agrees to pay or reimburse the
Administrative Agent on demand for all its reasonable out-of-pocket costs and
expenses incurred
in connection with the preparation and execution of this Amendment, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
(c) COUNTERPARTS. This Twelfth Amendment may be executed in any
number of counterparts (including by telecopy) by the parties hereto, each of
which counterparts when so executed shall be an original, but all counterparts
taken together shall constitute one and the same instrument.
(d) GOVERNING LAW. THIS TWELFTH AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS TWELFTH AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
[SIGNATURE PAGE 1 OF 7 TO TWELFTH AMENDMENT TO CREDIT AGREEMENT]
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
IN WITNESS WHEREOF, the parties hereto have caused this Twelfth
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
KEY ENERGY SERVICES, INC. (formerly known
as Key Energy Group, Inc.)
By: /s/ Xxxx X. Xxxxxx, Xx.
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Title: Sr. VP & General Counsel
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PNC BANK, NATIONAL ASSOCIATION, as
Administrative Agent and as a Lender
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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[SIGNATURE PAGE 2 OF 7 TO TWELFTH AMENDMENT TO CREDIT AGREEMENT]
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
BANK POLSKA KASA OPIEKI S.A.,
PEKAO S.A. GROUP, NEW YORK BRANCH
By:
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Title:
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[SIGNATURE PAGE 3 OF 7 TO TWELFTH AMENDMENT TO CREDIT AGREEMENT]
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
BANK LEUMI, USA
By:
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Title:
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[SIGNATURE PAGE 4 OF 7 TO TWELFTH AMENDMENT TO CREDIT AGREEMENT]
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
BEAR XXXXXXX INVESTMENT PRODUCT INC.
By: /s/ Xxxxx X. Xxxxxxx
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Title: Authorized Signatory
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BEAR XXXXXXX CORPORATE LENDING INC.
By: /s/ Xxxxx X. Xxxxxxx
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Title: Executive Vice President
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[SIGNATURE PAGE 5 OF 7 TO TWELFTH AMENDMENT TO CREDIT AGREEMENT]
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By: Pilgrim Investments, Inc.,
as its Investment Manager
By:
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Title:
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PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc.,
as its Investment Manager]
By:
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Title:
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[SIGNATURE PAGE 6 OF 7 TO TWELFTH AMENDMENT TO CREDIT AGREEMENT]
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
XXXXXX COMMERCIAL PAPER, INC.
By:
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Title:
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[SIGNATURE PAGE 7 OF 7 TO TWELFTH AMENDMENT TO CREDIT AGREEMENT]
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
GENERAL ELECTRIC CAPITAL CORPORATION
By:
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Title:
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EXHIBIT A
ACKNOWLEDGMENT AND CONSENT
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned corporations, as a guarantor under that
certain Amended and Restated Master Guarantee and Collateral Agreement, dated as
of June 6, 1997, as amended and restated through September 14, 1998 (as amended,
supplemented or otherwise modified from time to time, the "Guarantee"), made by
each of such corporations in favor of the Collateral Agent, acknowledges the
foregoing amendment and waiver and confirms and agrees that the Guarantee is,
and shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects and the Guarantee and all of the Collateral (as
defined in the Guarantee) do, and shall continue to, secure the payment of all
of the Obligations (as defined in the Guarantee) pursuant to the terms of the
Guarantee. Capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement referred to in the Twelfth
Amendment to Credit Agreement to which this Acknowledgment and Consent is
attached.
YALE E. KEY, INC.
KEY ENERGY DRILLING, INC.
WELLTECH EASTERN, INC.
ODESSA EXPLORATION INCORPORATED
KALKASKA OILFIELD SERVICES, INC.
WELL-CO OIL SERVICE, INC.
XXXXXXX WELL SERVICE, INC.
XXXXXX WELL SERVICE, INC.
RAM OIL WELL SERVICE, INC.
XXXXXXX TRUCKING CO., INC.
LANDMARK FISHING & RENTAL, INC.
XXXXXX WELL SERVICE, INC.
FRONTIER WELL SERVICE, INC.
KEY ROCKY MOUNTAIN, INC.
KEY FOUR CORNERS, INC.
XXXXX SERVICE CO.
XXXXX WELL SERVICE, INC.
XXXXX TRANSPORTATION, INC.
INDUSTRIAL OILFIELD SUPPLY, INC.
XXXXXX WELL SERVICING, INC.
XXXXXX BROTHERS, INC.
X.X. XXXXXX WELL SERVICE COMPANY
KEY ENERGY SERVICES-SOUTH TEXAS, INC.
XXXXXX OILFIELD SERVICE & SUPPLY, INC.
WELLTECH MID-CONTINENT, INC.
XXXXXX PRODUCTION MANAGEMENT, INC.
XXXXXX PRODUCTION ACQUISITION CORP.
XXXXXX PRODUCTION XXXXXX, INC.
KEY ENERGY SERVICES-CALIFORNIA, INC.
By: /s/ Xxxx X. Xxxxxx, Xx.
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Title: Vice President
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XXXXXX PRODUCTION PARTNERS, L.P.
By: XXXXXX PRODUCTION MANAGEMENT, INC.,
its sole general partner
By: /s/ Xxxx X. Xxxxxx, Xx.
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Title: Vice President
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