CROSS-COLLATERALIZATION AND CROSS-GUARANTY AGREEMENT
This CROSS-COLLATERALIZATION AND CROSS-GUARANTY AGREEMENT (this "Agreement"), dated as of May 21, 1996, is among The CIT Group/Credit Finance, Inc. ("Lender"), Yale E. Key, Inc. ("Yale"), Key Energy Drilling, Inc. d/b/a Clint Hurt Drilling ("Hurt"), Key Energy Group, Inc. ("Key"), and WellTech Eastern, Inc. ("WellTech") (Yale, Hurt, and WellTech are referred to each individually as a "Borrower" and collectively as the "Borrowers").
A. Yale, Hurt, and WellTech have entered into that certain Third Amended and Restated Loan and Security Agreement with Lender dated of even date herewith (the "Loan Agreement").
B. In accordance with the terms of the Loan Agreement, Lender has agreed to make loans and other financial accommodations for the benefit of Borrowers. Key owns one hundred percent (100%) of the stock of each of the Borrowers and has executed a separate Guaranty of even date herewith guaranteeing Borrowers' Obligations to Lender under the Loan Agreement.
C. Key and Lender have entered into that certain Amended and Restated Stock Pledge Agreement dated of even date herewith (the "Key Stock Pledge Agreement"), under which Key pledged certain stock (the "Key Stock") described therein as security for the obligations of the Borrowers under the Loan Agreement.
D. WellTech and Lender have entered into that certain Amended and Restated Stock Pledge Agreement dated of even date herewith (the "WellTech Stock Pledge Agreement"), under which WellTech pledged certain stock (the "WellTech Stock") described therein as security for the obligations of the Borrowers under the Loan Agreement.
E. Yale and WellTech have each executed certain deeds of trust or mortgages (the "Mortgages") pledging as additional collateral certain parcels of real estate located in various states (the "Real Estate").
F. Borrowers and Key have also executed certain Assignments of Chattel Paper in favor of Lender.
G. Lender has conditioned its obligations under the Loan Agreement and the other documents and instruments executed in connection therewith on the execution of this Agreement by each of the Borrowers and Key.
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, each Borrower, Key and Lender hereby agree as follows:
Due to the close business and financial relationships between each and all Borrowers and Key, in consideration of the benefits which will accrue to each Borrower and Key, and as an inducement for and in consideration of Lender
at any time providing or extending loans, advances and other financial accommodations to all Borrowers pursuant to the Loan Agreement, each of the Borrowers and Key hereby, irrevocably and unconditionally, (a) guarantees and agrees to be liable for the prompt indefeasible and full payment and performance of all revolving loans, term loans, letters of credit, bankers' acceptances, merchandise purchase guaranties or other guaranties or indemnities for each other Borrower's account and all other obligations, liabilities and indebtedness of every kind, nature or description owing by all other Borrowers to Lender and/or its affiliates, including principal, interest, charges, fees and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, arising under the Loan Agreement, whether now existing or hereafter arising, whether arising during or after the initial or any renewal term of the Loan Agreement or after the commencement of any case with respect to any Borrower or Key under the United States Bankruptcy Code or any similar statute, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, original, renewed or extended, and whether arising directly or howsoever acquired by Lender including from any other entity outright, conditionally or as collateral security, by assignment, merger with any other entity, participations or interests of Lender in the obligations of any Borrower to others, by assumption, operation of law, subrogation or otherwise, and (b) agrees to pay to Lender on demand the amount of all expenses (including, without limitation, attorneys' fees and legal expenses) incurred by Lender in connection with the preparation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of each Borrower's and Key's obligations, liabilities and indebtedness as aforesaid to Lender, Lender's rights in any collateral or under this Agreement, the Loan Agreement and all other Loan Documents, or in any way involving claims by or against Lender directly or indirectly arising out of or related to the relationship between any Borrower or Key and Lender, whether such expenses are incurred before, during or after the initial or any renewal term of the Loan Agreement or after the commencement of any case with respect to any Borrower or Key under the United States Bankruptcy Code or any similar statute (all of which being collectively referred to herein as the "Guaranteed Obligations").
Notice of acceptance of this Agreement, the making of loans, advances and extensions of credit or other financial accommodations to, and the incurring of any expenses by or in respect of, each Borrower, and presentment, demand, protest, notice of protest, notice of nonpayment or default, notice of intent to accelerate and notice of acceleration, and all other notices to which each Borrower or Key is or may be entitle