Exhibit 10.1
ELEVENTH AMENDMENT TO CREDIT AGREEMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)
THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT (the "Eleventh 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 and the Tenth Amendment dated as of December 13, 2001
(as amended, restated, supplemented or modified, the "Credit Agreement");
WHEREAS, the Borrower has requested that the Lenders increase the L/C
Commitment from $20,000,000 to $30,000,000 and otherwise amend the Credit
Agreement, subject to the terms and conditions hereof; 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 L/C
Commitment is hereby amended and restated as follows:
"'L/C COMMITMENT': $30,000,000."
2. AMENDMENT TO SECTION 7.2 [LIMITATION ON INDEBTEDNESS]. Subsection (c)
of Section 7.2 of the Credit Agreement is hereby amended and restated as
follows:
"(c) Indebtedness (i) of the Borrower to a Wholly Owned Subsidiary,
(ii) of a Domestic Wholly Owned Subsidiary to the Borrower or any other
Subsidiary and (iii) of any Foreign Subsidiary to the Borrower or any Subsidiary
in an aggregate principal amount at any time outstanding (with respect to all
such Foreign Subsidiaries of the Borrower) not to exceed
$45,000,000; PROVIDED, that any such Indebtedness referred to in this clause (c)
provided to Odessa shall be for capital expenditure purposes only."
3. AMENDMENT TO SECTION 7.9 [LIMITATION ON INVESTMENTS, LOANS AND]
Advances]. Subsection (e) of Section 7.9 of the Credit Agreement is hereby
amended and restated as follows:
"(e) loans by the Borrower or any Subsidiary to, and equity
investments by the Borrower or any Subsidiary in, Foreign Subsidiaries in an
aggregate amount (or, in the case of loans, outstanding principal amount) at any
time not to exceed $45,000,000 (for all such Foreign Subsidiaries, taken
together, net of the aggregate amount of any dividends or other distributions
received by the Borrower and any such Subsidiary in respect of such equity
investments in Foreign Subsidiaries and excluding the amount of any such equity
investments in a Designated Joint Venture made in accordance with subsection
7.9(q)); provided that, of the amounts of investments in Foreign Subsidiaries
made pursuant to this paragraph after the effective date of the Seventh
Amendment hereto, not more than $7,500,000 may be loaned to, or invested in,
Foreign Subsidiaries in the form of cash or Cash Equivalents and the remaining
amount which may be loaned to or invested in Foreign Subsidiaries shall be in
the form of loans or contributions of supplies, equipment and other non-cash
items;"
4. 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 Eleventh 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).
5. CONDITIONS TO EFFECTIVENESS OF THIS ELEVENTH AMENDMENT. This Eleventh
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 Eleventh 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.
6. MISCELLANEOUS.
(a) CONTINUING EFFECT OF THE CREDIT AGREEMENT. This Eleventh
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 Eleventh 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 ELEVENTH AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS ELEVENTH 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 ELEVENTH AMENDMENT TO CREDIT AGREEMENT]
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
IN WITNESS WHEREOF, the parties hereto have caused this Eleventh
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. Vice President & 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 ELEVENTH 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 ELEVENTH AMENDMENT TO CREDIT AGREEMENT]
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
BANK LEUMI, USA
By: /s/ Xxxxx Xxx Hong
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Title: Vice President
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[SIGNATURE PAGE 4 OF 7 TO ELEVENTH AMENDMENT TO CREDIT AGREEMENT]
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
BEAR XXXXXXX INVESTMENT PRODUCT INC.
By: /s/ Grey Xxxxxx
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Title: Authorized Signatory
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BEAR XXXXXXX CORPORATE LENDING INC.
By: /s/ Xxxxxx Xxxxxxxxxxxx
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Title: Authorized Signatory
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[SIGNATURE PAGE 5 OF 7 TO ELEVENTH 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 ELEVENTH 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 ELEVENTH 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 Eleventh
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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