Exhibit 4.2


 


THIRD SUPPLEMENTAL INDENTURE


 


THIRD
SUPPLEMENTAL INDENTURE (this “Third
Supplemental Indenture”), dated
as of July 28, 2003 among each of the subsidiaries of Key Energy Services,
Inc., a Maryland corporation (the “Company”),
listed on Schedule I attached hereto (each a “New
Guarantor” and collectively, the “New
Guarantors), the Company and U.S. Bank National Association, as
trustee under the indenture referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS,
the Company has heretofore executed and delivered to the Trustee an
indenture  dated as of February 27, 2002
(the “Base Indenture”), as
supplemented by the First Supplemental Indenture dated as of March 1, 2002 and
the Second Supplemental Indenture dated as of August 29, 2002 (collectively,
the “Supplemental Indentures” and
together with the Base Indenture, the “Indenture”),
pursuant to which the Company has issued an aggregate outstanding principal
amount of $275.0 million of 8 3/8% Senior Notes due 2008 (the “Notes”);


 


WHEREAS,
the certain of the Company’s subsidiaries have heretofore executed and
delivered a senior note guarantee which is endorsed upon each of the Notes (the
“Senior Guarantee”);


 


WHEREAS,
Section 1020 of the Indenture provides that under certain circumstances the Subsidiaries
(as defined in the Indenture) which are not then Guarantors must execute and
deliver to the Trustee a supplemental indenture pursuant to which such
Subsidiaries shall jointly and severally, unconditionally guarantee, on a
senior basis, all of the Company’s Obligations under the Notes and the
Indenture on the terms and conditions set forth herein and be deemed to have
executed and delivered the Senior Guarantee; and


 


WHEREAS,
pursuant to Section 901 of the Base Indenture, the Trustee is authorized to
execute and deliver this Third Supplemental Indenture.


 


NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each New Guarantor
and the Trustee mutually covenant and agree for the equal and ratable benefit
of the Holders of the Notes as follows:


 


1.     Capitalized Terms. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.


 


2.     Agreement To Guarantee.  Each New Guarantor
hereby jointly and severally, unconditionally guarantees, on a senior basis, to
each Holder of a Note authenticated and delivered (or to be authenticated and
delivered) by the Trustee and to the Trustee and its successors and assigns,
each such Note and the obligations of the Company thereunder or under the
Indenture, on the terms set forth in Article Fourteen of the Indenture and
agrees to be bound by all applicable provisions of the Indenture, including the
provisions of Section 1401 of the Indenture. 
From and after the date hereof, each New Guarantor shall be deemed to
have executed and delivered the Indenture and the Senior Guarantee which is
endorsed upon each of the Notes authenticated and delivered (or to be
authenticated and delivered) by the Trustee pursuant to the Indenture.


 

















 


3.     No Recourse Against Others. No past, present or future director, officer, manager,
partner, employee, incorporator, stockholder or agent of any New Guarantor, as
such, shall have any liability for any obligations of the Company or any New
Guarantor under the Notes, the Senior Guarantee, the Indenture or this Third
Supplemental Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of the Notes by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes. Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of
the SEC that such a waiver is against public policy.


 


4.     Releases.


 


(a)           In
the event of a sale or other disposition of all of the assets of any New
Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all the Capital Stock of any New Guarantor, in each case to a
Person that is not (either before or after giving effect to such transactions)
a Subsidiary of the Company, then such New Guarantor (in the event of a sale or
other disposition, by way of merger, consolidation or otherwise, of all of the
capital stock of such New Guarantor) will be released and relieved of any
obligations under the Indenture and its Senior Guarantee, if immediately after
giving effect to such sale, there is no Default or Event of Default that has
occurred and is continuing.  If such New
Guarantor is not released and relieved of its obligations under its Senior
Guarantee because a Default or Event of Default has occurred and is continuing
immediately after giving effect to such sale, such New Guarantor will be released
and relieved of such obligations as soon thereafter as all Default and Events
of Default have been waived or cured. 
The Trustee shall execute any documents reasonably requested in order to
evidence the release of any New Guarantor, pursuant to the provisions of
Section 1404 of the Indenture, from its obligations under its Senior Guarantee.


 


(b)           Any
New Guarantor not released from its obligations under its Senior Guarantee
shall remain liable for the full amount of principal of and interest on the
Notes and for the other obligations of any Guarantor under the Indenture as
provided in Article Fourteen of the Indenture.


 


5.     Governing Law.  THIS THIRD SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS, OTHER
THAN THE CHOICE OF LAW PROVISIONS, OF THE STATE OF NEW YORK.


 


6.     Counterparts. The parties may sign any number of copies of this Third Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.


 


7.     Effect Of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.


 


8.     The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Third Supplemental Indenture or
for or in respect of the recitals contained herein, all of which recitals are
made solely by each New Guarantor and the Company.


 


[SIGNATURES ON FOLLOWING PAGE]


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.


 


	
  Dated: 
  July 28, 2003

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  Q.V. SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/

  	
   Jack D.
  Loftis, Jr.

  	
   

  
	
   

  	
  Name:

  	
   Jack D.
  Loftis, Jr.

  
	
   

  	
  Title:

  	
   Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Q.V. SERVICES BENEFICIAL, L.P.

  
	
   

  	
   

  
	
   

  	
  By: 
  Q.V. Services, Inc., its sole general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/

  	
   Jack D.
  Loftis, Jr.

  	
   

  
	
   

  	
  Name:

  	
    Jack
  D. Loftis, Jr.

  
	
   

  	
  Title:

  	
    Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE COMPANY:

  
	
   

  	
   

  
	
   

  	
  KEY ENERGY SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/

  	
   Jack D.
  Loftis, Jr.

  	
   

  
	
   

  	
  Name:

  	
    Jack
  D. Loftis, Jr.

  
	
   

  	
  Title:

  	
    Senior
  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE TRUSTEE:

  
	
   

  	
   

  
	
   

  	
  U.S. BANK, NATIONAL ASSOCIATION

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/

  	
   Frank
  P. Leslie III

  	
   

  
	
   

  	
  Name:

  	
    Frank P Leslie

  
	
   

  	
  Title:

  	
    Vice President

  



 


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SCHEDULE I


Q.V. Services, LLC


 


Q.V. Services Beneficial, L.P.


 


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