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EXHIBIT 4.1    
    






KEY
ENERGY SERVICES, INC. 


AND



U.S.
BANK NATIONAL ASSOCIATION,

a national banking association,

Trustee 


63/8%
Senior Notes due 2013 


FIRST
SUPPLEMENTAL INDENTURE 


Dated
as of May 14, 2003 


TO 


INDENTURE 


Dated
as of May 9, 2003 









 
 

TABLE OF CONTENTS    
    



	 
	 	 
	 	Page

	ARTICLE 1 DEFINITIONS
	

§ 101.	
 	
Definitions	
 	

2
	

ARTICLE 2 FORM AND TERMS OF THE NOTES
	

§ 201.	
 	
Form and Dating	
 	

14
	§ 202.	 	Execution and Authentication	 	14
	§ 203.	 	Registrar, Depositary and Paying Agent for Notes; Paying Agent to Hold Money in Trust	 	15
	§ 204.	 	Transfer and Exchange of Notes	 	15
	§ 205.	 	Conditions to Defeasance or Covenant Defeasance	 	17
	 	 	SECTION 407. Conditions to Defeasance or Covenant Defeasance	 	17
	§ 206.	 	Events of Default	 	18
	 	 	SECTION 501. Events of Default	 	18
	§ 207.	 	Acceleration of Maturity, Rescission and Annulment	 	19
	 	 	SECTION 502. Acceleration	 	19
	§ 208.	 	Control by Majority	 	19
	 	 	SECTION 512. Control by Majority	 	19
	§ 209.	 	Merger, Consolidation, or Sale of Assets	 	20
	 	 	SECTION 801. Merger, Consolidation, or Sale of Assets	 	20
	 	 	SECTION 802. Successor Corporation Substituted	 	20
	§ 210.	 	Supplemental Indentures	 	21
	§ 211.	 	Covenants	 	21
	 	 	SECTION 1001. Payment of Notes	 	21
	 	 	SECTION 1002. Maintenance of Office or Agency	 	22
	 	 	SECTION 1003. Reports	 	22
	 	 	SECTION 1004. Compliance Certificate	 	22
	 	 	SECTION 1005. Taxes	 	23
	 	 	SECTION 1006. Stay, Extension and Usury Laws	 	23
	 	 	SECTION 1007. Restricted Payments	 	23
	 	 	SECTION 1008. Dividend and Other Payment Restrictions Affecting Subsidiaries	 	25
	 	 	SECTION 1009. Incurrence of Indebtedness and Issuance of Preferred Stock	 	26
	 	 	SECTION 1010. Asset Sales	 	28
	 	 	SECTION 1011. Transactions with Affiliates	 	29
	 	 	SECTION 1012. Liens	 	29
	 	 	SECTION 1013. Business Activities	 	29
	 	 	SECTION 1014. Corporate Existence	 	29
	 	 	SECTION 1015. Offer to Repurchase Upon Change of Control	 	30
	 	 	SECTION 1016. Intentionally Omitted	 	31
	 	 	SECTION 1017. No Amendment of Subordination Provisions	 	31
	 	 	SECTION 1018. Limitation on Sale and Leaseback Transactions	 	31
	 	 	SECTION 1019. Designation of Restricted and Unrestricted Subsidiaries	 	31
	 	 	SECTION 1020. Limitation on Issuances of Guarantees of Indebtedness; Additional Guarantors	 	31
	 	 	SECTION 1021. Payments for Consent	 	32
	 	 	SECTION 1023. Suspended Covenants	 	32
	§ 212.	 	Redemption of Securities	 	32
	 	 	SECTION 1109. Optional Redemption	 	32
	 	 	SECTION 1110. Mandatory Redemption	 	32
	 	 	SECTION 1111. Offer to Purchase by Application of Excess Proceeds	 	33
	§ 213.	 	Reports	 	34
	 	 	SECTION 704. Reports by Company and the Guarantors	 	34
	 	 	 	 	 






 

	

ARTICLE 3 SUBSIDIARY GUARANTEE
	

§ 301	
 	
Guarantee	
 	

34
	§302	 	Limitation on Guarantor Liability	 	35
	§303	 	Execution and Delivery of Subsidiary Guarantee	 	35
	§304	 	Releases Following Sale of Assets	 	36
	

ARTICLE 4 MISCELLANEOUS
	

§ 401.	
 	
Effect of Headings	
 	

36
	§ 402.	 	Successors and Assigns	 	36
	§ 403.	 	Separability Clause	 	36
	§ 404.	 	Supplemental Indenture and the Base Indenture	 	36
	§ 405.	 	No Personal Liability of Directors, Officers, Employees and Stockholders	 	37
	§ 406.	 	Governing Law	 	37




 
 

EXHIBITS    
    


Exhibit A        FORM
OF NOTES 


Exhibit B        FORM
OF SUBSIDIARY GUARANTEE 


ii







  





        THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 14, 2003 (this "Supplemental Indenture"), is by and between KEY ENERGY
SERVICES, INC., a Maryland corporation (the "Company"), having its principal office at 6 Desta Drive, Midland, Texas 79705, the Guarantors (as
defined in Section 101 hereof) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee"), having its
principal corporate trust office at 180 East 5th Street, St. Paul, Minnesota 55101. 


 
 

WITNESSETH:    
    


        WHEREAS, the Company and the Guarantors filed an Indenture (the "Form Indenture") as Exhibit 4.3 to the
Company's Registration Statement on Form S-3, as amended (File No. 333-102874) to provide for the issuance by the Company from time to time of unsecured
debentures, notes and other evidences of indebtedness to be issued in one or more series; 


        WHEREAS,
the Company and the Trustee have entered into an Indenture dated as of May 9, 2003 (the "Base Indenture" and, as amended
and supplemented by this Supplemental Indenture, this or the "Indenture") in substantially the form of the Form Indenture; 


        WHEREAS,
clause (4) of Section 901 of the Base Indenture provides that the Company and the Trustee may change or eliminate any provision of the Base
Indenture; provided, that any such change shall become effective only when there is no Security Outstanding (as such terms are defined in the Base
Indenture) of any series created prior to the execution of the supplemental indenture which so changes or eliminates such provision which is adversely affected by such changes or such elimination; 


        WHEREAS,
at the time this Supplemental Indenture is being executed and delivered there are no Securities Outstanding; 


        WHEREAS,
Sections 301 and 901 of the Base Indenture provide, among other things, that the Company and the Trustee may enter into indentures supplemental to the Base Indenture for,
among other things, the purpose of adding any guarantees of any series of Securities and establishing the designation, form, terms and provisions of Securities of any series as permitted by
Sections 301 and 901 of the Base Indenture; 


        WHEREAS,
the Company desires to issue and sell a series of the Company's 63/8% Senior Notes due 2013 (the "Notes") pursuant
to the Base Indenture, as modified by this Supplemental Indenture; 


        WHEREAS,
the Company desires to enter into a supplemental indenture pursuant to Sections 301 and 901 of the Base Indenture to supplement the Base Indenture to add guarantees to a
series of Securities, establish the form, terms and provisions of the Notes and to make deletions, modifications and additions to the Base Indenture pertaining to the Notes as contemplated by
Sections 301 and 901 of the Base Indenture; 


        WHEREAS,
the Company, directly or indirectly, owns beneficially and of record 100% of the Capital Stock of each Guarantor (as defined in Section 101); the Company and the
Guarantors (as defined in Section 101) are members of the same consolidated group of companies engaged in a related business and the Guarantors (as defined in Section 101) will derive
direct and indirect economic benefit from the issuance of the Securities; 



        NOW,
THEREFORE, for and in consideration of the premises stated herein, the Company, the Guarantors (as defined in Section 101) and the Trustee, for the benefit of each other and
for the equal and proportionate benefit of all Persons who hereafter become Holders of Notes, hereby enter into this 


1





 



Supplemental
Indenture which amends, modifies and supplements the Base Indenture with respect to (and only with respect to) the Notes, as follows: 


 
 

ARTICLE 1    
    DEFINITIONS    
    


§ 101. Definitions. 


        (a)   Any
term used in this Supplemental Indenture which is defined in the Base Indenture shall have the meaning specified in the Base Indenture, unless such term is defined
herein (in which event the definition contained in this Supplemental Indenture shall govern the meaning of such term) or unless the context otherwise requires, and for the purposes of this
Supplemental Indenture, the following terms have the meanings set forth in this Section: 



        "Acquired Debt" means, with respect to any specified Person: (i) Indebtedness of any other Person existing at the time such other
Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with
or into, or becoming a Subsidiary of, such specified Person; and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. 



        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise;  provided that beneficial ownership of 10% or more of the
Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the
terms "controlling," "controlled by" and "under common control with" shall have correlative meanings. 



        "Asset Sale" means: (i) the sale, lease, conveyance or other disposition of any assets or rights, other than sales of inventory in
the ordinary course of business consistent with past practices and sales of accounts receivables under a Credit Facility permitted to be incurred as Indebtedness;  provided that the sale, conveyance or
other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken
as a whole will be governed by Section 208 hereof and/or Section 1015 hereof and not by Section 1010 hereof and (ii) the issuance of Equity Interests by any of the
Company's Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries. Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales: (i) any
single transaction or series of related transactions that: (a) involves assets having a fair market value of less than $2.0 million; or (b) results in net proceeds to the Company
and its Restricted Subsidiaries of less than $2.0 million; (ii) a transfer of assets between or among the Company and any Restricted Subsidiary; (ii) an issuance of Equity
Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary; and (iv) a Restricted Payment that is permitted by Section 1007 hereof. 


        "Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value of the
obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or
may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with
GAAP. 



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        "Bankruptcy Law" means Title 11 of the United States Code, or any similar federal or state law for the relief of debtors. 


        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the
Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as such term is used in Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to
have beneficial ownership of all securities that such "person" has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent
condition. 


        "Board of Directors" means: (i) with respect to a corporation, the board of directors, or a duly authorized committee thereof, of
the corporation; (ii) with respect to a partnership, the board of directors of the general partner of the partnership; and (iii) with respect to any other Person, the board or committee
of such Person serving a similar function. 


        "Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital
lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP. 


        "Capital Stock" means: (i) in the case of a corporation, corporate stock; (ii) in the case of an association or business
entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (iii) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, the issuing Person. 


        "Cash Equivalents" means: (i) United States dollars; (ii) securities issued or directly and fully guaranteed or insured by
the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than
twelve months from the date of acquisition; (iii) certificates of deposit and eurodollar time deposits with maturities of twelve months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding twelve months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500 million and a
Thompson Bank Watch Rating of "B" or better; (iv) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (ii) and
(iii) above entered into with any financial institution meeting the qualifications specified in clause (iii) above; (v) commercial paper having the highest rating obtainable from
Moody's Investors Service, Inc. or Standard & Poor's Corporation and in each case maturing within six months after the date of acquisition; and (vi) money market funds at least
95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (i) through (v) of this definition. 



        "Change of Control" means the occurrence of any of the following: (i) the sale, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any "person" (as
such term is used in Section 13(d)(3) of the Exchange Act); (ii) the adoption of a plan relating to the liquidation or dissolution of the Company; (iii) the consummation of any
transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above), becomes the Beneficial Owner, directly or indirectly, of more than
50% of the Voting Stock of the Company, measured by voting power rather than number of shares; (iv) the first day on which a majority of the members of the Board of Directors of the Company are
not Continuing Directors; or (v) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event
pursuant to a transaction in which any of the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities or other property, other 



3





 

than
any such transaction where the Voting Stock of the Company outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the
surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person immediately after giving effect to such issuance. For the
purposes of this definition of "Change of Control", any transfer of an equity interest of an entity that was formed for the purpose of acquiring Voting Stock of the Company will be deemed to be a
transfer of an equity interest in the Company. 


        "Commission" means the Securities and Exchange Commission created under the Securities Exchange Act of 1934, as amended, as from time to
time constituted, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time. 


        "Consolidated Cash Flow" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period  plus: (i) an amount equal to
any extraordinary loss plus any net loss realized in connection with an Asset Sale, to the extent such losses were
deducted in computing such Consolidated Net Income; plus (ii) provision for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus
(iii) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation,
amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or
bankers' acceptance financings, and net payments, if any, pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income;  plus
(iv) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash
expenses that were paid in a prior period) and other non-cash expenses including asset impairment charges pursuant to FASB 144 and FASB 142 (excluding any such non-cash expense
to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was
paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in
computing such Consolidated Net Income; plus (v) the one time charge (up to $5.0 million) realized in connection with the repurchase of
the unsatisfied portion of the $20.0 million volumetric production payment granted by Odessa to Norwest Bank Texas, N.A. effective March 1, 2000;  minus (vi) non-cash items increasing such
Consolidated Net Income for such period, other than items that were accrued or otherwise
recorded in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP. 


        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and
its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: (i) the Net Income of
any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash
to the specified Person or a Guarantor; (ii) the Net Income of any Restricted Subsidiary that is not a Guarantor shall be excluded to the extent that the declaration or payment of dividends or
similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly
or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its
stockholders; (iii) the Net Income of any Person acquired in a pooling of interests 



4





 




transaction
for any period prior to the date of such acquisition shall be excluded; (iv) the Net Income (and loss) of any Unrestricted Subsidiary shall be excluded, whether or not distributed
to the specified Person or one of its Subsidiaries; and (v) the cumulative effect of a change in accounting principles shall be excluded. 


        "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Company who: (i) was a
member of such Board of Directors on May 9, 2003; or (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who
were members of such Board at the time of such nomination or election. 


        "Credit Facilities" means, with respect to the Company, one or more debt facilities or commercial paper facilities, in each case with
banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities
formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time
to time. 


        "Custodian" means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. 


        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 



        "Definitive Note" means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 204
hereof, substantially in the form of Exhibit A hereto except that such Note shall not have the "Schedule of Exchanges of Interests in the Global Note" attached thereto. 


        "Depositary" means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in
Section 203 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision
of this Indenture. 


        "Designated Noncash Consideration" means the fair market value of noncash consideration received by the Company or one of its Subsidiaries
in connection with an Asset Sale that is designated as Designated Noncash Consideration pursuant to an Officer's Certificate, setting forth the basis of such valuation, executed by the chief financial
officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration. 


        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the
occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital
Stock pursuant to such provisions unless such repurchase or redemption complies with Section 1007 hereof. 



5





 




        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security
that is convertible into, or exchangeable for, Capital Stock). 


        "Equity Offering" means any sale by the Company of any Equity Interest (other than Disqualified Stock) of the Company for cash. 



        "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


        "Existing Indebtedness" means up to $498.1 million in aggregate principal amount of Indebtedness of the Company and its Restricted
Subsidiaries in existence on May 7, 2003, until such amounts are repaid. 


        "Exploration and Production Assets" means the oil and gas exploration and production assets of Odessa held by Odessa as of May 9,
2003, and any such oil and gas assets received in exchange for oil and gas assets held by Odessa as of May 9, 2003. 



        "Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of: (i) the consolidated interest
expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount,
non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest
with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net payments, if any, pursuant to
Hedging Obligations, but excluding the amortization of fees paid (or one-time syndication fees owed) prior to the date of the Indenture with respect to (a) any Credit Facility that
was in place prior to the date of the Indenture, (b) the 2002 Senior Notes, (c) the Subordinated Convertible Notes, and (d) the Senior Subordinated Notes;  plus (ii) the consolidated
interest of such Person and its Restricted Subsidiaries that was capitalized during such period;  plus (iii) any interest expense on Indebtedness of another Person that is Guaranteed by such Person
or one of its Restricted Subsidiaries or
secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus
(iv) the product of (a) all dividend payments, whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividend payments
on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the
numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a
consolidated basis and in accordance with GAAP. 


        "Fixed Charge Coverage Ratio" means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such
Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs,
assumes, Guarantees or redeems any Indebtedness (other than revolving credit borrowings) or issues or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee or redemption of Indebtedness, or such issuance or redemption of preferred stock, as if the same
had occurred at the beginning of the applicable four-quarter reference period. In addition, for purposes of calculating the Fixed Charge Coverage Ratio: (i) acquisitions that have
been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the
four-quarter reference period or subsequent to such reference 



6





 




period
and on or prior to the Calculation Date shall be deemed to have occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period
shall be calculated without giving effect to clause (iii) of the proviso set forth in the definition of Consolidated Net Income; (ii) the Consolidated Cash Flow attributable to
discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded; and (iii) the Fixed Charges
attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to the extent that
the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date. 


        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in effect on May 9, 2003. 


        "Global Note" means the Global Note substantially in the form of Exhibit A issued in accordance with Section 201 of this
Supplemental Indenture. 


        "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business,
direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any
Indebtedness. 


        "Guarantors" means each of the following until released as a Guarantor under the Indenture: (i) AES Acquisition, L.P., a Texas
limited partnership; Brooks Well Servicing Beneficial, L.P., a Texas limited partnership; Brooks Well Servicing, Inc., a Delaware corporation; Brooks Well Servicing, LLC, a Delaware limited
liability company; Dawson Production Acquisition Corp., a Delaware corporation; Dawson Production Management, Inc., a Delaware corporation; Dawson Production Partners, L.P., a Delaware limited
partnership; Dawson Production Taylor, Inc., a Delaware corporation; Kalkaska Oilfield Services, Inc., a Michigan corporation; Key Energy Drilling Beneficial, L.P., a Texas limited
partnership; Key Energy Drilling, Inc., a Delaware corporation; Key Energy Drilling, LLC, a Delaware limited liability company; Key Energy Services-California, Inc., a Delaware
corporation; Key Energy Services-South Texas, Inc., a Delaware corporation; Key Four Corners, Inc., a Delaware corporation; Key Rocky Mountain, Inc., a Delaware corporation; Misr
Key Energy Services, LLC, a Delaware limited liability company; Q Energy Services, L.L.C., a Delaware limited liability company; Q Oil & Gas Services, LLC, a Texas limited liability company; Q
Production Services, L.P., a Texas limited partnership; Q Services, Inc., a Texas corporation; Q.V. Services, Inc., a Louisiana corporation; Q.V. Services, L.L.C., a Delaware limited
liability company; Q.V. Services Beneficial, L.P., a Texas limited partnership; Q.V. Services of Texas, L.P., a Texas limited partnership; Quality Oil Field Services, L.P., a Texas limited
partnership; Quality Tubular Services, L.P., a Texas limited partnership; Unitrak Services Holdings, Inc., a Texas corporation; Unitrak Services, L.P., a Texas limited partnership; Unitrak
Services, LLC, a Delaware limited liability company; Watson Oilfield Service & Supply, Inc., a Delaware corporation; Well-Co Oil Service, Inc., a Nevada corporation;
WellTech Eastern, Inc., a Delaware corporation; WellTech Mid-Continent Beneficial, L.P., a Texas limited partnership; WellTech Mid-Continent, Inc., a Delaware
corporation; WellTech Mid-Continent, LLC, a Delaware limited liability company; Yale E. Key Beneficial, LP, a Texas limited partnership; Yale E. Key, Inc., a Texas corporation; and
Yale E. Key, LLC, a Delaware limited liability company; and (ii) any other Subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the Indenture; and their
respective successors and assigns. 



7





 




        "Hedging Obligations" means, with respect to any Person, the obligations of such Person under: (i) interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements; and (ii) other agreements or arrangements designed to protect such Person against fluctuations in commodity prices, interest
rates or the value of foreign currencies purchased or received by the such Person in the ordinary course of business and not for the purposes of speculation. 


        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent, in respect of:
(i) borrowed money; (ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); (iii) banker's
acceptances; (iv) Capital Lease Obligations; (v) the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or
trade payable; (vi) any Hedging Obligations; or (vii) obligations of special purpose entities formed to borrow money that are secured or financed by accounts receivable of the Company or
any Restricted Subsidiary; if and to the extent any of the preceding items (other than letters of credit, Hedging Obligations and receivables financings) would appear as a liability upon a balance
sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether
or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by such Person of
any indebtedness of any other Person. The amount of any Indebtedness outstanding as of any date shall be: (i) the accreted value thereof, in the case of any Indebtedness issued with original
issue discount; and (ii) the principal amount thereof, in the case of any other Indebtedness. 



        "Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's or BBB- (or the
equivalent) by S&P. 


        "Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of
direct or indirect loans (including guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees
made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any
direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company
shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in
an amount determined as provided in Section 1007 hereof. 


        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of
such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option
or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. 


        "Make-Whole Amount" with respect to a Note means an amount equal to the excess, if any, of (1) the present value of the
remaining interest, premium and principal payments due on such Note (excluding any portion of such payments of interest accrued as of the redemption date), computed using a discount rate equal to the
Treasury Rate plus 50 basis points, over (2) the outstanding principal amount of such Note. "Treasury Rate": is defined as the yield to maturity (calculated on a semi-annual
bond-equivalent basis) at the time of the computation of United States Treasury 



8





 




securities
with constant maturity (as compiled by and published in the most recent Federal Reserve Statistical Release H.15 (510), which has become publicly available at least two Business Days prior
to the date of the redemption notice or, if such Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the then remaining maturity of
the Notes; provided that if the Make-Whole Average Life of such Note is not equal to the constant maturity of the United States Treasury security for which a weekly average yield is given,
the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which
such yields are given, except that if the Make-Whole Average Life of such Note is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted
to a constant maturity of one year shall be used. "Make-Whole Average Life" means the number of years (calculated to the nearest one-twelfth) between the date of redemption and
the Stated Maturity of the Notes. 


        "Make-Whole Price" means the sum of the outstanding principal amount of the Notes to be redeemed plus the
Make-Whole Amount of those Notes. 


        "Moody's" means Moody's Investors Service, Inc. or any successor to the rating agency business thereof. 


        "Net Income" means, with respect to any Person, the net income (loss) of such Person and its Restricted Subsidiaries, determined in
accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: (i) any gain or loss together with any related provision for taxes on such gain or
loss realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any
Indebtedness of such Person or any of its Restricted Subsidiaries; and (ii) any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss. 


        "Net Proceeds" means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset
Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to
such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result thereof, taxes paid or payable as
a result thereof, in each case after taking into account any available tax credits or deductions and any tax sharing arrangements and amounts required to be applied to the
repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect
of the sale price of such asset or assets established in accordance with GAAP. 


        "Non-Recourse Debt" means Indebtedness: (i) as to which neither the Company nor any of its Restricted Subsidiaries
(a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or
otherwise, or (c) constitutes the lender; (ii) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted
Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Company or any of its Restricted Subsidiaries to declare a default on
such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and (iii) as to which the lenders have been notified in writing that they will
not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries. 



9





 




        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable
under the documentation governing any Indebtedness. 


        "Odessa" means Odessa Exploration Incorporated, a Delaware corporation. 



        "Permitted Business" means any of the businesses engaged in by the Company and its Subsidiaries on May 14, 2003 and all reasonable
extensions thereof and other businesses ancillary or related thereto or to the oil and gas industry. 


        "Permitted Investments" means: (i) any Investment in the Company or in a Restricted Subsidiary of the Company that is a Guarantor;
(ii) any Investment in Cash Equivalents; (iii) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment: (a) such
Person becomes a Restricted Subsidiary of the Company; or (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is
liquidated into, the Company or a Restricted Subsidiary of the Company; (iv) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was
made pursuant to and in compliance with Section 1010 hereof or in connection with the settlement or release of claims in an insolvency or similar proceeding or a settlement in lieu of an
insolvency or similar proceeding; (v) any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company; (vi) other
Investments in any Subsidiary that is not a Guarantor having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in
value), which when taken together with all other Investments made pursuant to this clause (vi) not to exceed $30.0 million outstanding at any time (without giving effect to any reduction
for any writedown or writeoff of such Investments); and
(vii) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when
taken together with all other Investments made pursuant to this clause (vii) since May 9, 2003, not to exceed $30.0 million outstanding at any time (without giving effect to any
reduction for any writedown or writeoff of such Investments). 


        (xvi)
extensions, renewals and replacements of Liens referred to in clauses (i) through (xv) above; provided that any such
extension, renewal or replacement Lien is limited to the property or assets covered by the Lien extended, renewed or replaced and does not secure any Indebtedness in principal amount (or accreted
value) in excess of the principal amount (or accreted value) in excess of that secured immediately prior to such extension, renewal or replacement; (xvii) Liens consisting of the rights of
lessees with respect to assets leased by the Company or any Subsidiary to such lessees; and (xviii) Liens incurred in the ordinary course of business of the Company or any Subsidiary of the
Company with respect to obligations that do not exceed $10.0 million at any one time outstanding. 


        "Permitted Refinancing Indebtedness" means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for,
or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany
Indebtedness); provided that: (i) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not
exceed the principal amount of (or accreted value, if applicable), plus accrued interest on, the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of
reasonable expenses incurred in connection therewith); (ii) such Permitted Refinancing Indebtedness has a final maturity date not sooner than the final maturity date of, and has a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; (iii) if the
Indebtedness being extended, refinanced, renewed, replaced, defeased or 



10





 




refunded
is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of
payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased
or refunded; and (iv) such Indebtedness is incurred either by the Company, by the Restricted Subsidiary or Restricted Subsidiaries which are the obligor or obligors on the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded or by the Company and such Restricted Subsidiary or Restricted Subsidiaries, as the case may be. 


        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization, limited liability company or government or other entity. 


        "Qualified Preferred Stock" means preferred stock of the Company, provided that when first
issued, the Company would, after giving pro forma effect to such issuance, have been permitted to incur at least
$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 1009 hereof. 


        "Rating Agency" means each of S&P and Moody's, or if S&P or Moody's or both shall not make a rating on the notes publicly available, a
nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as certified by a resolution of the Company's Board of Directors) which shall be substituted
for S&P or Moody's, or both, as the case may be. 


        "Restricted Investment" means an Investment other than a Permitted Investment. 


        "Restricted Subsidiary" of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary. 


        "S&P" means Standard & Poor's Ratings Group, Inc., or any successor to the rating agency business thereof. 



        "Senior Subordinated Note Indenture" means that certain indenture, dated January 22, 1999, between the Company and The Bank of New
York, as trustee, as amended or supplemented from time to time, relating to the Senior Subordinated Notes. 


        "Senior Subordinated Notes" means the Company's 14% Senior Subordinated Notes due 2009 issued pursuant to the Senior Subordinated Note
Indenture. 


        "Significant Subsidiary" means, at any time, any Subsidiary that, at such time, would be a "significant subsidiary" as defined in
Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Act, as such Regulation is in effect on the date hereof. 


        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such
payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness or as such scheduled maturity date may have been deferred, and shall not include any
contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. 



        "Subordinated Convertible Note Indenture" means that certain indenture, dated as of September 25, 1997, between the Company and
American Stock Transfer & Trust Company, as trustee, as amended or supplemented from time to time, relating to the Subordinated Convertible Notes. 


        "Subordinated Convertible Notes" means the Company's 5% Convertible Subordinated Notes due 2004 issued pursuant to the Subordinated
Convertible Note Indenture. 



11





 




        "Subsidiary" means, with respect to any Person: (i) any corporation, association or other business entity of which more than 50% of
the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned
or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (ii) any partnership (a) the sole general
partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such
Person (or any combination thereof). 


        "Subsidiary Guarantee" means the Guarantee by each Guarantor of the Company's payment obligations under this Indenture and on the
Securities, executed pursuant to the provisions of this Indenture. 


        "2002 Senior Notes" means the unsecured 83/8% Senior Notes due 2008 issued pursuant to the 2002 Senior Notes Indenture by
the Company in the aggregate principal amount of $275,000,000 and any additional notes issued under the 2002 Senior Notes Indenture." 



        "2002 Senior Notes Indenture" means the Indenture, dated as of February 27, 2002, between the Company and U.S. Bank National
Association, as trustee, as amended and supplemented from time to time, relating to the 2002 Senior Notes. 


        "Unrestricted Subsidiary" means any Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary
pursuant to a Board Resolution, but only to the extent that such Subsidiary: (i) has no Indebtedness other than Non-Recourse Debt; (ii) is not party to any agreement,
contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable
to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (iii) is a Person with respect to which neither
the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's
financial condition or to cause such Person to achieve any specified levels of operating results; (iv) has not guaranteed or otherwise directly or indirectly provided credit support for any
Indebtedness of the Company or any of its Restricted Subsidiaries; and (v) has at least one director on its board of directors that is not a director or executive officer of the Company or any
of its Restricted Subsidiaries
and has at least one executive officer that is not a director or executive officer of the Company or any of its Restricted Subsidiaries. 



        Any
designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving
effect to such designation and an Officers' Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 1007 hereof. If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under
Section 1009 hereof, the Company shall be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;  provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 1009 hereof, calculated on a pro forma basis
as if such designation had occurred at the beginning of the four-quarter reference period and (2) no Default or Event of Default would be in existence following such designation. 



12





 




        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of
the Board of Directors of such Person. 


        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:
(i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including
payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment;
by (ii) the then outstanding principal amount of such Indebtedness. 


        "Wholly Owned Restricted Subsidiary" of any Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person and/or by one or more Wholly Owned Restricted Subsidiaries of such Person. 




        (b)   Other
Definitions. 


        The
definitions of the following terms may be found in the sections indicated as follows: 



	Term
 
	 	Defined in Section

	"Affiliate Transaction"	 	1011
	"Asset Sale Offer"	 	1111
	"Authentication Order"	 	202
	"Base Indenture"	 	Preamble
	"Change of Control Offer"	 	1015
	"Change of Control Payment"	 	1015
	"Change of Control Payment Date"	 	1015
	"Company"	 	Preamble
	"DTC"	 	203
	"Event of Default"	 	207
	"Form Indenture"	 	Preamble
	"Notes"	 	Preamble
	"Offer Amount"	 	1111
	"Offer Period"	 	1111
	"Paying Agent"	 	203
	"Payment Default"	 	501
	"Permitted Debt"	 	1009
	"Purchase Date"	 	1111
	"Registrar"	 	203
	"Reinstatement Date"	 	1023
	"Supplemental Indenture"	 	Preamble
	"Suspended Covenants"	 	1023
	"Trustee"	 	Preamble





13






  



 
 

ARTICLE 2
  FORM AND TERMS OF THE NOTES    
    


§ 201. Form and Dating.  


        (a)   General. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A
hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in
denominations of $1,000 and integral multiples thereof. 


        The
terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions
of this Indenture, the provisions of this Indenture shall govern and be controlling. 


        (b)   Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto
(including the "Schedule of Exchanges of Notes" attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the "Schedule of
Exchanges of Notes" attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate
principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased,
as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 206
hereof. 


        (c)   Form of Subsidiary Guarantee. Each Subsidiary Guarantee shall be executed substantially in the form of Exhibit B
attached hereto. 


§ 202. Execution and Authentication.  


        Two Officers shall sign the Notes for the Company by manual or facsimile signature. 



        If
an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. 


        A
Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this
Indenture. 


        The
Trustee shall, upon a written order of the Company signed by one Officer (an "Authentication Order"), authenticate Notes for original
issue up to the aggregate principal amount stated in paragraph 4 of the Notes. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in
Section 306 of the Base Indenture. 


        The
Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the
Company. 


14





 



§ 203. Registrar, Depositary and Paying Agent for Notes; Paying Agent to Hold Money in Trust.  


        The Company shall maintain an office or agency where Notes may be presented for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The Registrar shall keep a register of the Notes and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent"
includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any
Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or
Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 


        The
Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Notes. 



        The
Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes. 


        The
Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held
by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee.
Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes. 


§ 204. Transfer and Exchange of Notes.  


        (a)   Transfer and Exchange of Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with this Supplemental Indenture and the procedures of the Depositary therefor, which shall include restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act. Beneficial interests in the Global Notes may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the
Global Notes. 


        (b)   Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a
request: 



          (i)  to
register the transfer of the Definitive Notes; or 


         (ii)  to
exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make
the exchange as requested if its requirements for such transactions are met; provided, however, that the Definitive Notes presented or surrendered for
register of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney, duly
authorized in writing. 




        (c)   Restrictions on Transfer and Exchange of Global Notes. Notwithstanding any other provision of this Indenture (other than
the provisions set forth in subsection (d) of this Section 204), the Global Notes may not be transferred as a whole except by the Depositary to a nominee of the Depositary or 


15





 

by
a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. 



        (d)   Authentication of Definitive Notes in Absence of Depositary. If at any time: 



          (i)  the
Depositary for the Notes notifies the Company that the Depositary is unwilling or unable to continue as Depositary for the Global Notes and a successor Depositary
for the Global Notes is not appointed by the Company within 90 days after delivery of such notice; or 


         (ii)  the
Company at its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under this Indenture, 




then
the Company shall execute, and the Trustee shall, upon receipt of an authentication order in accordance with Section 202 hereof, authenticate and deliver, Definitive Notes in an aggregate
principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. 


        (e)   Cancellation and/or Adjustment of the Global Notes. At such time as all beneficial interests in the Global Notes have
been exchanged for Definitive Notes, redeemed, repurchased or canceled, the Global Notes shall be returned to or retained and canceled by the Trustee in accordance with Section 309 of the
Indenture. At any time prior to such cancellation, if any beneficial interest in the Global Notes is exchanged for Definitive Notes, redeemed, repurchased or canceled, the principal amount of Notes
represented by the Global Notes shall be reduced accordingly and an endorsement shall be made on the Global Notes, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such
reduction. 


        (f)    General Provisions Relating to Transfers and Exchanges. 



          (i)  To
permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Definitive Notes and the Global Notes at the
Registrar's request. 


         (ii)  No
service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer
tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 204
hereto). 


        (iii)  All
Definitive Notes and the Global Notes issued upon any registration of transfer or exchange of Definitive Notes or the Global Notes shall be the valid obligations
of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or the Global Notes surrendered upon such registration of transfer or
exchange. 


        (iv)  Prior
to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes, and neither the Trustee, any Agent nor the Company shall be affected by
notice to the contrary. 


         (v)  The
Trustee shall authenticate Definitive Notes and the Global Notes in accordance with the provisions of Section 202 hereof. 



16





 





§ 205. Conditions to Defeasance or Covenant Defeasance.  


        With respect to the Notes issued under this Supplemental Indenture, Section 407 of the Base Indenture is hereby replaced in its entirety as follows: 



SECTION
407. Conditions to Defeasance or Covenant Defeasance. 


        The
following shall be the conditions to application of Section 405 or Section 406 to the outstanding Notes: 


        In
order to exercise either defeasance or covenant defeasance: 


        (a)   the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S.
Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of,
premium, if any, and interest on the outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being
defeased to maturity or to a particular redemption date; 


        (b)   in
the case of an election under Section 406 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; 



        (c)   in
the case of an election under Section 405 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, there has been a change
in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders of the outstanding Notes will not recognize
income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such defeasance had not occurred; 


        (d)   no
Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing
of funds to be applied to such deposit) or insofar as Sections 501(g) and 501(h) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit; 


        (e)   such
defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this
Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; 



        (f)    the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that on the 91st day following the deposit, the trust funds will not be subject to
the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; 


        (g)   the
Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders
of Notes over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and 



        (h)   the
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating
to the defeasance or the covenant defeasance have been complied with. 


17





 



§ 206. Events of Default.  


        With respect to the Notes issued under this Supplemental Indenture, Section 501 of the Base Indenture is hereby replaced in its entirety as follows: 


SECTION
501. Events of Default. 


        An
"Event of Default" occurs if: 


        (a)   the
Company defaults for 30 days in the payment when due of interest on the Notes; 


        (b)   the
Company defaults in the payment when due of principal of or premium, if any, on the Notes (including in connection with an offer to purchase); 



        (c)   the
Company fails to comply with any of the provisions of Section 801 or Section 1010 hereof and such failure shall have continued for 15 days after
notice from the Company or any Holder of the Notes or the Company or any of its Subsidiaries fails to comply with the provisions of Section 1007 or Section 1009 hereof, and such failure
shall have continued for 30 days after notice from the Company or any Holder of the Notes; 


        (d)   the
Company or any of its Restricted Subsidiaries fails to observe or perform any other covenant or other agreement in this Indenture and such failure continues for
60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding; 



        (e)   a
default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money
borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now
exists, or is created after the date of this Indenture, if that default: (i) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the
expiration of the grace period provided in such mortgage, indenture or instrument (a "Payment Default"); or (ii) results in the acceleration of
such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there
has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more; 


        (f)    a
final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of its Restricted
Subsidiaries that are Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary and such judgment or judgments remain
undischarged for a period (during which execution shall not be effectively stayed) of 60 days, provided that the aggregate of all such
undischarged judgments exceeds $25.0 million; 


        (g)   the
Company or any of its Restricted Subsidiaries that are Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: 



          (i)  commences
a voluntary case, 


         (ii)  consents
to the entry of an order for relief against it in an involuntary case, 


        (iii)  consents
to the appointment of a custodian of it or for all or substantially all of its property, 


        (iv)  makes
a general assignment for the benefit of its creditors, or 


         (v)  generally
is not paying its debts as they become due; or 



18





 





        (h)   a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 



          (i)  is
for relief against the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary in an involuntary case; 


         (ii)  appoints
a custodian of the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; or 


        (iii)  orders
the liquidation of the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary; 




        and
the order or decree remains unstayed and in effect for 60 consecutive days; or 



        (i)    except
as permitted by this Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in
full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under such Guarantor's Subsidiary Guarantee. 


§ 207. Acceleration of Maturity, Rescission and Annulment .  


        With respect to the Notes issued under this Indenture, Section 502 of the Base Indenture is hereby replaced in its entirety as follows: 



SECTION
502. Acceleration. 


        If
any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 501 hereof with respect to the Company, any Restricted Subsidiary
that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (g) or (h) of Section 501 hereof occurs with respect to the Company, any of its Restricted Subsidiaries
that are Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately
without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to a Responsible Officer of the Trustee may on behalf of all
of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal,
interest or premium that has become due solely because of the acceleration) have been cured or waived. 



§ 208. Control by Majority.  


        With respect to the Notes issued under this Supplemental Indenture, Section 512 of the Base Indenture is hereby replaced in its entirety as follows: 


        SECTION
512. Control by Majority. 


        Holders
of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the
Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction 


19





 



that
conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. 


§ 209. Merger, Consolidation, or Sale of Assets.  



        With respect to the Notes issued under this Supplemental Indenture, Sections 801 and 802 of the Base Indenture are hereby replaced in their entirety as follows: 


SECTION
801. Merger, Consolidation, or Sale of Assets. 


        The
Company shall not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (ii) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person; unless: (1) either: (a) the
Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer,
conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (2) the Person
formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes
all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in form satisfactory to the Trustee or any other agreements reasonably satisfactory to the
Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) the Company or the Person formed by or surviving any such consolidation or merger (if other
than the Company) shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable
four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of
Section 1009 hereof; or (b) have a Fixed Charge Coverage Ratio that is the same or higher than the Fixed Charge Coverage Ratio of the Company immediately prior to such transactions;  provided, however, that this clause (4) shall be suspended during any period in which the Company and its Restricted Subsidiaries are not subject
to the Suspended Covenants. In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other
Person. This Section 801 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Wholly Owned Subsidiaries or any
of the Guarantors. 


SECTION
802. Successor Corporation Substituted. 


        Upon
any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with
Section 801 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this
Indenture referring to the "Company" shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of the Company under this Indenture with the same
effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the
obligation to pay the principal of and interest on the Notes except in the case of a sale of all of the Company's assets that meets the requirements of Section 801 hereof. 


20





 



§ 210.
Supplemental Indentures. 


        With
respect to the Notes issued under this Supplemental Indenture, the following language amends and supplements Section 902 of the Base Indenture as follows: 


        After
clause (2) and before clause (3), insert: 



        "(3)
waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of
at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); or 



        (4)
make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or
interest on the Notes; or" 




§ 211.
Covenants. 


        With
respect to the Notes issued under this Supplemental Indenture, Article Ten of the Base Indenture is hereby replaced in its entirety as follows: 


 
 

ARTICLE TEN
  COVENANTS    
    


SECTION
1001. Payment of Notes. 


        The
Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any,
and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited
by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 



        The
Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess
of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. 


21









   
SECTION 1002. Maintenance of Office or Agency. 


        The
Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or
co-registrar) where Notes may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall
give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 


        The
Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency. 


        The
Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company. 


SECTION
1003. Reports. 


        Whether
or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company shall furnish to the Holders of Notes within the time periods
specified in the Commission's rules and regulations (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms
10-Q and 10-K if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with
respect to the annual information only, a report thereon by the Company's independent public accountants and (ii) all current reports that would be required to be filed with the Commission on
Form 8-K if the Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual
financial information required by this Section 1003 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in
Management's Discussion and Analysis of Financial
Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations
of the Unrestricted Subsidiaries of the Company. In addition, whether or not required by the Commission, the Company shall file a copy of all such information and reports referred to in clauses
(i) and (ii) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a
filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § 314(a). Delivery of such
reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers'
Certificates). 


SECTION
1004. Compliance Certificate. 


        (a)   The
Company and each Guarantor shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled 


22





 



its
obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default
or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect
thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. 


        (b)   So
long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements
delivered pursuant to Section 1003 hereof shall be accompanied by a written statement of the Company's independent public accountants (who shall be a firm of established national reputation)
that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any
provisions of Article 8 or Article 10 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants
shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. 


        (c)   The
Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an
Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. 



SECTION
1005. Taxes. 


        The
Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in
good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. 


SECTION
1006 Stay, Extension and Usury Laws. 


        The
Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the
Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such
law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. 


SECTION
1007. Restricted Payments. 


        The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or
distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving
the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than
dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or to the Company or a Restricted Subsidiary of the Company); (ii) purchase, redeem or
otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests 


23





 



of
the Company or any direct or indirect parent of the Company or any Restricted Subsidiary of the Company (other than any such Equity Interests owned by the Company or any Restricted Subsidiary of
the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the
Subsidiary Guarantees, except a payment of interest, principal, premium or liquidated damages at the Stated Maturity thereof or in accordance with the mandatory provisions thereof without giving
effect to any amendment thereof (other than an amendment approved by the Holders so affected in accordance with the provisions of Section 1017 hereof) after the date of this Supplemental
Indenture with respect to any such Indebtedness issued prior to the date of this Supplemental Indenture (provided that the other requirements of this Supplemental Indenture, with respect to the events
giving rise to such mandatory provisions are first complied with); or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through
(iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment: 


        (a)   no
Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and 


        (b)   with
respect to all Restricted Payments other than regular dividends on Qualified Preferred Stock, the Company would, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 1009 hereof; and 


        (c)   such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after April 1,
1999 (excluding Restricted Payments permitted by clauses (ii), (iii) and (iv) of the next succeeding paragraph), is less than the sum, without duplication, of (1) 50% of the
Consolidated Net Income of the Company for the period (taken as one accounting period) from April 1, 1999 to the end of the Company's most recently ended fiscal quarter for which internal
financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus (2) 100% of the
aggregate net cash proceeds received by the Company since April 1, 1999 as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than
Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged
for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company), plus (3) to the extent that any Restricted Investment
that was made after March 6, 2001 is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment
(less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment, plus (4) to the extent not otherwise included in Consolidated Net Income or otherwise
increasing amounts available for Restricted Payments or Permitted Investments, 50% of all dividends, distributions or interest payments in respect of Restricted Investments. 


        The
preceding provisions shall not prohibit (i) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such
payment would have complied with the provisions of the Indenture; (ii) the redemption, repurchase, retirement, defeasance or other acquisition of any Indebtedness of the Company or any
Guarantor that is subordinated to the Notes or of any Equity Interests of the Company or any Restricted Subsidiary in exchange for, or out of the net cash proceeds of the substantially concurrent sale
(other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock); provided that the amount of any such
net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (c) (2) of the preceding paragraph;
(iii) the defeasance, redemption, repurchase or other acquisition of Indebtedness of the Company or any Guarantor that is 


24





 



subordinated
to the Notes with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (iv) the declaration or payment of any dividend or other distribution by a
Restricted Subsidiary of the Company to the holders of its common Equity Interests on a pro rata basis; (v) the repurchase, redemption or other acquisition or retirement for value of any Equity
Interests of the Company or any Restricted Subsidiary of the Company held by any member of the Company's (or any of its Subsidiaries') management pursuant to any management equity subscription
agreement or stock option agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests
shall not exceed $2.0 million in any twelve-month period; (vi) in connection with an acquisition by the Company or any of its Restricted Subsidiaries, the return to the Company or any of
its Restricted Subsidiaries of Equity Interests of the Company or its Restricted Subsidiaries constituting a portion of the purchase consideration in settlement of indemnification claims;
(vii) the purchase by the Company of fractional shares arising out of stock dividends, splits or combinations or business combinations; (viii) the acquisition in open-market
purchases of the Company's Equity Interests for matching contributions to the Company's employee stock purchase and deferred compensation plans in the ordinary course of business and consistent with
past practices; (ix) the redemption, repurchase, retirement, defeasance or other acquisition of the Subordinated Convertible Notes; provided that
at least 90% of such Subordinated Convertible Notes have been converted; and (x) Restricted Payments not to exceed $20.0 million under this clause (x);  provided that in the case of
clauses (ii), (iii), (v), (viii) and (x) no Default or Event of Default should have occurred and be
continuing immediately after such transaction. 


        The
amount of all Restricted Payments (other than Restricted Payments made in cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are
required to be valued by this Section 1007 shall be determined by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee. The Board of Directors'
determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $10.0 million. Not
later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and setting forth the basis
upon which the calculations required by this Section 1007 were computed, together with a copy of any fairness opinion or appraisal required by this Supplemental Indenture. 


SECTION
1008. Dividend and Other Payment Restrictions Affecting Subsidiaries. 


        The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on
the ability of any Restricted Subsidiary to: (a) pay dividends or make any other distributions on its Capital Stock to the Company or any of the Company's Restricted Subsidiaries, or with
respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of the Company's Restricted Subsidiaries; (b) make loans or
advances to the Company or any of the Company's Restricted Subsidiaries; or (c) transfer any of its properties or assets to the Company or any of the Company's Restricted Subsidiaries. 



        However,
the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (i) any Credit Facilities and Existing Indebtedness as in effect
on May 9, 2003 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof,  provided that such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings are not
materially more restrictive, taken as a whole, as determined in the reasonable judgment of the Board of Directors of the Company, with respect to such dividend and other payment restrictions than
those contained in such Credit Facilities or such Existing Indebtedness, as in effect on May 9, 2003; (ii) this Indenture, the Subsidiary 


25





 



Guarantees,
and the Notes;(iii) applicable law; (iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as
in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;  provided that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Indenture to be incurred; (v) customary
non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (vi) purchase money obligations for property acquired in the
ordinary course of business that impose restrictions on the property so acquired; (vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions
by such Restricted Subsidiary pending its sale or other disposition; (viii) Permitted Refinancing Indebtedness, provided that the restrictions
contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, as determined in the reasonable judgment of the Board of Directors
of the Company, than those contained in the agreements governing the Indebtedness being refinanced; (ix) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the
provisions of Section 1012 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (x) provisions with respect to
the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (xi) restrictions on cash or
other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xii) restrictions imposed with respect to a Subsidiary of the Company
imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary,  provided that such
disposition will comply with the provision of Section 1010 hereof. 



SECTION
1009. Incurrence of Indebtedness and Issuance of Preferred Stock. 


        The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and the Company shall
not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock or Disqualified Stock; provided,
however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock if: 



          (i)  the
Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.25 to 1, determined on a pro forma basis (including a pro forma
application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock had been issued, as the case may be, at the beginning of such
four-quarter period; and 


         (ii)  no
Default or Event of Default has occurred and is continuing. 




        The
provisions of the first paragraph of this Section 1009 shall not apply to the incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"): 



          (i)  The
incurrence by the Company of additional Indebtedness under Credit Facilities; provided that the aggregate principal
amount of all Indebtedness of the Company and its Restricted Subsidiaries outstanding, at any time, under all Credit Facilities incurred under this clause (i) after giving effect to such
incurrence does not exceed an amount equal to $250.0 million; 


         (ii)  the
incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; 



26





 




        (iii)  the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the
Company or such Subsidiary, in an aggregate principal amount not to exceed $50.0 million at any time outstanding; 


        (iv)  the
incurrence of Indebtedness solely in respect of bankers' acceptances, letters of credit, surety or performance bonds (to the extent that such incurrence does not
result in the incurrence of any obligation for the payment of borrowed money of others), all in the ordinary course of business; 


         (v)  the
incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to
refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this Section 1009 or
clause (ii) of this paragraph; 


        (vi)  the
incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries;  provided, however, that: (i) any
subsequent issuance or transfer of Equity Interests or other event that results in any such Indebtedness being
held by a Person other than the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a
Restricted Subsidiary thereof shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted
by this clause (vi); 


       (vii)  the
incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations; 


      (viii)  the
guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by
another provision of this Section 1009; 


        (ix)  the
incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at
any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (ix), not to exceed
$100.0 million outstanding at any time; 


         (x)  the
incurrence by the Company's Unrestricted Subsidiaries of Non-Recourse Debt; provided, however, that if
any such Indebtedness ceases to be Non-Recourse Debt, such event shall be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of the Company that was not
permitted by this clause (x); and 


        (xi)  the
accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with
the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified
Stock; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued. 




        For
purposes of determining compliance with this Section 1009, in the event that an item of proposed Indebtedness (including Acquired Debt) meets the criteria of more than one of
the categories of Permitted Debt described in clauses (i) through (xi) above, or is entitled to be incurred pursuant to the first paragraph of this Section 1009, the Company, in
its sole discretion, will be permitted to classify 


27





 

(or
later classify or reclassify), in whole or in part, such item of Indebtedness in any manner that complies with this Section 1009. 


SECTION
1010. Asset Sales. 


        The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Company (or the Restricted Subsidiary, as the case may
be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (ii) if the Net
Proceeds received with respect to any Asset Sale exceed $15.0 million, such fair market value is determined by the Company's Board of Directors and evidenced by a resolution of the Board of
Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii) except with respect to a disposition of the Exploration and Production Assets of Odessa (including by way of
the sale of the Capital Stock of Odessa) or the assets of the operations conducted by the Company or its Subsidiaries in Argentina and related assets (including by way of the sale of the Capital Stock
of the Subsidiary or Subsidiaries conducting such operations), at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash. For purposes of
this provision, each of the following shall be deemed to be cash: (a) any liabilities of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to
the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted
Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received
in that conversion); (c) any assets received in exchange for assets in a "like-kind" exchange or an exchange of assets of the Company or any Restricted Subsidiary for other assets
which are useful in the business of the Company and the Restricted Subsidiaries (whether such assets are of "like kind"); and (d) any Designated Noncash Consideration (which shall not at any
time exceed, in the aggregate, $30.0 million outstanding.) 


        Within
365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option: (1) to reduce permanently Indebtedness
under a Credit Facility and to correspondingly reduce commitments if such Indebtedness constitutes revolving credit borrowings or to repay permanently any other Indebtedness (other than Indebtedness
that by its terms is subordinated to the Notes or any Subsidiary Guarantees); (2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Person
engaged in a Permitted Business; (3) to make a capital
expenditure; or (4) to acquire other long-term assets that are used or useful in a Permitted Business. 


        Pending
the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not
prohibited by this Indenture. 


        Any
Net Proceeds from Asset Sales that are not applied or invested as provided in the second preceding paragraph shall constitute Excess Proceeds. Within 30 days of each date on
which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is  pari passu with
the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of principal amount plus accrued and unpaid interest to the date of purchase, and shall be payable in cash. If any
Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount
of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee 


28





 



shall
select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount
of Excess Proceeds shall be reset at zero. 


SECTION
1011. Transactions with Affiliates. 


        The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets
to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate
(each, an "Affiliate Transaction"), unless: (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant
Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (ii) the Company delivers
to the Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the
Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this Section 1011 and that such Affiliate Transaction has been approved by a
majority of the disinterested members of the Board of Directors; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration
in excess of $10.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking
firm of national standing. 


        The
following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the provisions of the prior paragraph: (i) any employment agreement or
arrangements (including loan arrangements and advances) with officers and employees entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;
(ii) transactions between or among the Company and/or its Restricted Subsidiaries; (iii) payment of reasonable directors fees and the provision of customary indemnification arrangements
to officers, directors and employees of the Company or its Restricted Subsidiaries; and (iv) Restricted Payments that are permitted by the provisions of Section 1007 hereof. 


SECTION
1012. Liens. 


        The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing
Indebtedness, Attributable Debt or trade payables on any asset now owned or hereafter acquired, except (i) Permitted Liens or (ii) if the Obligations under the Notes (or a Subsidiary
Guarantee of the Notes) and this Indenture are equally and ratably secured (or secured on a senior basis if such other obligations are subordinated to the Obligations under the Notes or the Subsidiary
Guarantees of the Notes) with the other obligations so secured until such time as such other obligations are no longer secured by such Lien. 


SECTION
1013. Business Activities. 


        The
Company shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business. 


SECTION
1014. Corporate Existence. 


        Subject
to Article 8 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and
the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or
any such Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however,
that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors shall 


29





 



determine
that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Notes. 


SECTION
1015. Offer to Repurchase Upon Change of Control. 


        (a)   Upon
the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder
to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest thereon, if any, to the date of purchase the "Change of Control Payment"). Within 10 business days following any Change of Control, the
Company shall mail a notice to each Holder stating: (1) that the Change of Control Offer is being made pursuant to this Section 1015 and that all Notes tendered shall be accepted for
payment; (2) the purchase price and the purchase date, which shall be no later than 30 business days from the date such notice is mailed (the "Change of Control Payment
Date"); (3) that any Note not tendered shall continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment,
all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes
purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the
Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders shall be entitled to
withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission
or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(7) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion
must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the provisions of this Section 1015, the Company will comply with the applicable securities laws and regulations and will not
be deemed to have breached its obligations under the provisions of this Section 1015 by virtue of such conflict. 


        (b)   On
the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to
the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and (3) deliver
or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.
The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred
by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such
new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date. 


        (c)   Notwithstanding
anything to the contrary in this Section 1015, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a
third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 1015 and all other provisions of this
Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. 


30







  





SECTION 1016. Intentionally Omitted. 


SECTION
1017. No Amendment of Subordination Provisions. 


        Without
the consent of each Holder of Notes so affected, the Company shall not amend, modify or alter the Subordinated Convertible Note Indenture or the Senior Subordinated Note
Indenture in any way that will (i) increase the principal of, advance the final maturity date of or shorten the Weighted Average Life to Maturity of any Subordinated Convertible Notes or Senior
Subordinated Notes or (ii) alter the redemption provisions or the price or terms at which the Company is required to offer to purchase such Subordinated Convertible Notes or Senior Subordinated
Notes in any manner adverse to such Holder. 


SECTION
1018. Limitation on Sale and Leaseback Transactions. 


        The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided
that the Company or any Restricted Subsidiary of the Company that is a Guarantor may enter into a sale and leaseback transaction if: (1) the Company or that Guarantor, as applicable, could have
(a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in the first paragraph of
Section 1009 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 1012 hereof; provided,
however, that clause (a) of this clause (1) shall be suspended during any period in which the Company and its Restricted Subsidiaries are not subject to the
Suspended Covenants; (2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the fair market value, which (if in excess of $10 million) shall be
determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of such sale and leaseback transaction; and
(3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 1010 hereof. 


SECTION
1019. Designation of Restricted and Unrestricted Subsidiaries. 


        The
Company's Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if no Default or Event of Default would occur or be continuing immediately after
such
designation and taking into effect the designation. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Company and its Restricted
Subsidiaries in the Subsidiary so designated shall be deemed to be an Investment made as of the time of such designation and shall reduce the amount available for Restricted Payments under the first
paragraph of Section 1007 hereof or Permitted Investments, as applicable. All such outstanding Investments shall be valued at their fair market value at the time of such designation. That
designation shall only be permitted if such Restricted Payment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The
Company's Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default or Event of Default as a result of such
designation. 


SECTION
1020. Limitation on Issuances of Guarantees of Indebtedness; Additional Guarantors. 


        The
Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any Indebtedness of the Company under
any Credit Facility unless such Restricted Subsidiary contemporaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee by such Restricted
Subsidiary. Notwithstanding the foregoing, any Subsidiary Guarantee shall provide by its terms that it shall be automatically and unconditionally released and discharged upon any sale of all of the
Capital Stock of a Guarantor (including a sale by way of merger or consolidation), if immediately after giving effect to such sale, there is no Default or Event of Default that has occurred or is
continuing, or if the Company 


31





 



designates
any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture. 


SECTION
1021. Payments for Consent. 


        The
Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for
or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of
the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment. 


SECTION
1023. Suspended Covenants. 


        During
any period of time that the Notes have an Investment Grade Rating from either of the Rating Agencies and no Default has occurred and is continuing under the Indenture, the Company
and its
Restricted Subsidiaries will not be subject to the covenants contained in Section 801 (to the extent set forth in Section 801) and in Sections 1007, 1008, 1009, 1010, 1011, 1013, 1017
and 1018 (to the extent set forth in Section 1018) of this Indenture (collectively, the "Suspended Covenants"); provided,
however, such covenants shall not be suspended if the Investment Grade Rating was obtained directly or indirectly by the merger, consolidation or other acquisition of the
Company with or by a Person that had an Investment Grade Rating from either of the Rating Agencies and the Company at such time did not have an Investment Grade Rating from either of the Rating
Agencies; and provided further, that the covenants contained in Sections 1003, 1012, 1015, 1019, 1020 and 1021 of this Indenture will not be so
suspended; and provided further, that if the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time
as a result of the preceding provisions of this Section 1023 and, subsequently, the Rating Agency or Rating Agencies which had given the Notes an Investment Grade Rating withdraws its or their
ratings or downgrades the ratings assigned to the Notes below the Investment Grade Ratings so that the Notes do not have an Investment Grade Rating from either Rating Agency, or a Default (other than
with respect to the Suspended Covenants) occurs and is continuing, the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, subject to the terms,
conditions and obligations set forth in this Indenture (each such date of reinstatement being the "Reinstatement Date"), including those set forth above
in this Section 1023. Compliance with this Section 1023 with respect to Restricted Payments made after the Reinstatement Date will be calculated in accordance with the terms of
Section 1007 as though such covenant had been in effect during the entire period of time from which the Notes are issued. 


§ 212.  Redemption of Securities. 


        With
respect to the Notes issued under this Supplemental Indenture, the following Sections 1109, 1110 and 1111 supplement Article 11 of the Base Indenture: 


SECTION
1109. Optional Redemption. 


        The
Notes will not be redeemable at the option of the Company except as set forth in the following paragraph. 



        At
any time and from time to time, the Company may, at its option, redeem all or a portion of the Notes, upon not less than 30 and not more than 60 days prior notice mailed by
first-class mail to each Holder's registered address, at the Make-Whole Price plus accrued and unpaid interest to the redemption date. 


SECTION
1110. Mandatory Redemption. 


        The
Company shall not be required to make mandatory redemption payments or sinking fund payments with respect to the Notes. 


32





 



SECTION
1111. Offer to Purchase by Application of Excess Proceeds. 


        In
the event that, pursuant to Section 1010 hereof, the Company shall be required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it shall follow the procedures specified below. 


        The
Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law
(the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 1010 hereof (the "Offer
Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the
same manner as interest payments are made. 


        If
the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name
a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. 


        Upon
the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall
contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall
govern the terms of the Asset Sale Offer, shall state: 


        (a)   that
the Asset Sale Offer is being made pursuant to Section 1010 hereof and this Section 1111 and the length of time the Asset Sale Offer shall remain
open; 


        (b)   the
Offer Amount, the purchase price and the Purchase Date; 


        (c)   that
any Note not tendered or accepted for payment shall continue to accrete or accrue interest; 


        (d)   that,
unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest after
the Purchase Date; 


        (e)   that
Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only; 


        (f)    that
Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "Option of Holder to
Elect Purchase" on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice at least three days before the Purchase Date; 



        (g)   that
Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration
of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased; 


        (h)   that,
if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a  pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples
thereof, shall be purchased); and 


33





 



        (i)    that
Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer). 


        On
or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an
Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 1111. The Company, the Depositary or the
Paying Agent, as the case may be, shall promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the
Company shall promptly issue a new Note, and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the
Asset Sale Offer on the Purchase Date. 


        Other
than as specifically provided in this Section 1111, any purchase pursuant to this Section 1111 shall be made pursuant to the provisions of Sections 1101 through 1110
hereof. 


§ 213
Reports. 


        With
respect to the Notes issued under this Supplemental Indenture, Section 704 of the Base Indenture is hereby replaced in its entirety as follows: 


SECTION
704. Reports by Company and the Guarantors.


        The
Company and each of the Guarantors shall file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company or
any Guarantor may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, and shall otherwise comply with
Section 314(a) of the Trust Indenture Act. 


 
 

ARTICLE 3
  SUBSIDIARY GUARANTEE    
    


§ 301
Guarantee.


        Subject
to this Article Three, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior basis, to each Holder of a Security authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company
hereunder or thereunder, that: (a) the principal of and interest on the Securities will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal of and interest on the Securities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other
obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing
payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same 


34





 



immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 


        The
Guarantors hereby agree that (subject to the provisions of Section §302 hereof) their obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense
of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations
contained in the Securities and this Indenture. 


        If
any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in
relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect. 


        Each
Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article Five of the Indenture for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five of the
Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right
to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee. 


§ 302
Limitation on Guarantor Liability. 


        Each
Guarantor, and by its acceptance of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Guarantor not
constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will,
after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights
to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Three, result in the obligations of such
Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. 


§ 303  Execution and Delivery of Subsidiary Guarantee. 


        To
evidence its Subsidiary Guarantee set forth in Section 301 hereof, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form set forth
in Exhibit B hereto shall be endorsed by an Officer of such Guarantor on each Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such
Guarantor by its President, one of its Vice Presidents or one of its Managers. 


35





 



        Each
Guarantor hereby agrees that its Subsidiary Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Subsidiary
Guarantee. 


        If
an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a Subsidiary
Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. 



        The
delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf
of the Guarantors. 


§ 304
Releases Following Sale of Assets. 


        In
the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the Capital
Stock of any 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 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 Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all
or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under this Indenture and its Subsidiary Guarantee, if immediately after giving effect to such
sale or other disposition, there is no Default or Event of Default that has occurred and is continuing. If such Guarantor is not released and relieved of its obligations under its Subsidiary Guarantee
because a Default or Event of Default has occurred and is continuing immediately after giving effect to such sale or other disposition, such Guarantor will be released and relieved of such obligations
as soon thereafter as all Defaults and Events of Default have been waived or cured. The Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor,
pursuant to the provisions of this Section 304, from its obligations under its Subsidiary Guarantee. 


        Any
Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Securities and for the other
obligations of any Guarantor under this Indenture as provided in this Article. 


 
 

ARTICLE 4
  MISCELLANEOUS    
    


§ 401.  Effect of Headings. 


        The
Article and Section headings herein are for convenience only and shall not affect the construction hereof. 


§ 402.
Successors and Assigns. 


        All
covenants and agreements in this Supplemental Indenture by the Company, the Guarantors and the Trustee shall bind their respective successors and assigns, whether so expressed or
not. 


§ 403.  Separability Clause. 


        In
case any provision in this Supplemental Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. 


§ 404.
Supplemental Indenture and the Base Indenture. 



        For
purposes of any Notes issued under this Supplemental Indenture, in the event that any provision contained in this Supplemental Indenture conflicts with any provision contained in the
Base Indenture, such provision in this Supplemental Indenture will be deemed to amend and supplement 


36





 



such
provision in the Base Indenture to the extent such provisions conflict, pursuant to Section 901(4) of the Base Indenture. 


§ 405.
No Personal Liability of Directors, Officers, Employees and Stockholders. 



        No
past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company
or such Guarantor under the Notes, the Subsidiary Guarantees, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 


§ 406.
Governing Law. 



        This
Supplemental Indenture and the Notes created hereby shall be governed by and construed in accordance with the laws (other than the choice of law provisions) of the State of New
York. 


        [The rest of this page has been intentionally left blank.]


37








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



	 	 	KEY ENERGY SERVICES, INC.
	
 	
 	

 	
 	

By:	
 	

 
	 	 	 	 	 	 	/s/  JACK D. LOFTIS, JR.      

	 	 	 	 	Name:	 	Jack D. Loftis, Jr.
	 	 	 	 	Title:	 	Senior Vice President, General Counsel and Secretary
	

 	
 	
Guarantors:
	

 	
 	

BROOKS WELL SERVICING, INC.

DAWSON PRODUCTION ACQUISITION CORP.*

DAWSON PRODUCTION MANAGEMENT, INC.

DAWSON PRODUCTION TAYLOR, INC.*

KALKASKA OILFIELD SERVICES, INC.

KEY ENERGY DRILLING, INC.

KEY ENERGY SERVICES-CALIFORNIA, INC.

KEY ENERGY SERVICES-SOUTH TEXAS, INC.

KEY FOUR CORNERS, INC.

KEY ROCKY MOUNTAIN, INC.

MISR KEY ENERGY SERVICES, LLC

UNITRAK SERVICES HOLDING, INC.

WATSON OILFIELD SERVICE & SUPPLY, INC.

WELL-CO OIL SERVICE, INC.

WELLTECH EASTERN, INC.

WELLTECH MID-CONTINENT, INC.

YALE E. KEY, INC.

Q SERVICES, INC.

Q.V. SERVICES, INC.
	

 	
 	

 	
 	

By:	
 	

 
	 	 	 	 	 	 	/s/  JACK D. LOFTIS, JR.      

	 	 	 	 	Name:	 	Jack D. Loftis, Jr.
	 	 	 	 	Title:	 	Vice President and Secretary of each entity listed above unless otherwise noted below.
	

	
 	

 	
 	

 	
 	

 
	*        Jack D. Loftis, Jr. is the Vice President and Assistant Secretary of this corporation.
	 	 	 	 	 	 	 








	

 	
 	
BROOKS WELL SERVICING BENEFICIAL, LP
	 	 	 	 	by the sole general partner, Brooks Well Servicing, Inc.
	 	 	DAWSON PRODUCTION PARTNERS, L.P.
	 	 	 	 	by the sole general partner, Dawson Production Management, Inc.
	 	 	KEY ENERGY DRILLING BENEFICIAL, LP
	 	 	 	 	by the sole general partner, Key Energy Drilling, Inc.
	 	 	UNITRAK SERVICES, L.P.
	 	 	 	 	by the sole general partner, Unitrak Services Holding, Inc.
	 	 	WELLTECH MID-CONTINENT BENEFICIAL, LP
	 	 	 	 	by the sole general partner, WellTech Mid-Continent, Inc.
	 	 	YALE E. KEY BENEFICIAL, LP
	 	 	 	 	by the sole general partner, Yale E. Key, Inc.
	 	 	AES ACQUISITION, L.P.
	 	 	 	 	by the sole general partner, Q Oil & Gas Services, LLC*
	 	 	QUALITY TUBULAR SERVICES, L.P.
	 	 	 	 	by the sole general partner, Q Oil & Gas Services, LLC*
	 	 	QUALITY OIL FIELD SERVICES, L.P.
	 	 	 	 	by the sole general partner, Q Oil & Gas Services, LLC*
	 	 	Q PRODUCTION SERVICES, L.P.
	 	 	 	 	by the sole general partner, Q Oil & Gas Services, LLC*
	 	 	Q.V. SERVICES OF TEXAS, L.P.
	 	 	 	 	by the sole general partner, Q Oil & Gas Services, LLC*
	

 	
 	

 	
 	

By:	
 	

 
	 	 	 	 	 	 	/s/  JACK D. LOFTIS, JR.      

	 	 	 	 	Name:	 	Jack D. Loftis, Jr.
	 	 	 	 	Title:	 	Vice President and Secretary of each corporate or general partner and a manager of each limited liability company general partner listed above.





	 	 	BROOKS WELL SERVICING, LLC

KEY ENERGY DRILLING, LLC

UNITRAK SERVICES, LLC

YALE E. KEY, LLC

WELLTECH MID-CONTINENT, LLC

Q ENERGY SERVICES, LLC

Q OIL & GAS SERVICES, LLC

Q.V. SERVICES, L.L.C.
	

 	
 	

 	
 	

By:	
 	

 
	 	 	 	 	 	 	/s/  JACK D. LOFTIS, JR.      

	 	 	 	 	Name:	 	Jack D. Loftis, Jr.
	 	 	 	 	Title:	 	Manager of each limited liability company listed above





	U.S. BANK NATIONAL ASSOCIATION	 	 
	
By:	
 	

 	
 	

 
	 	 	/s/ Frank Leslie	 	 
	 	 	
	 	 
	Name:	 	Frank Leslie	 	 
	Title:	 	Vice President	 	 









 
 

Exhibit A    
    





      





       

[Face of Note]

63/8% Senior Notes due 2013 



	CUSIP No. 492914 AP 1

No. 1	 	$150,000,000




KEY ENERGY SERVICES, INC.  


promises
to pay to Cede & Co. or registered assigns, the principal sum of One Hundred Fifty Million Dollars on May 1, 2013. 




Interest
Payment Dates: May 1 and November 1 


Record
Dates: April 15 and October 15 


Dated:
May 14, 2003 




	 	 	KEY ENERGY SERVICES, INC.
	

 	
 	

By	

 
	 	 	 	
 Name:  Jack D. Loftis, Jr.

Title:  Senior Vice President, General Counsel and Secretary
	

 	
 	

By	

 
	 	 	 	
 Name:

Title:





This
is one of the Notes referred to in the within-mentioned Indenture: 



	U.S. BANK NATIONAL ASSOCIATION,

as Trustee	 
	

By:	
 	

 	

 
	 	 	
 Name: Frank Leslie

Title:	 







[Back
of Note]

63/8% Senior Notes due 2013 


        Unless
and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or
by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.
Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to
the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 


        Capitalized
terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 



        1.    INTEREST.    Key Energy Services, Inc., a Maryland corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 63/8% per
annum from May 14, 2003 until May 1, 2013. The Company shall pay interest, semi-annually in arrears on May 1 and November 1 of each year, or if any such day is
not a Business Day, on the next succeeding Business Day (each an "Interest Payment Date"). Interest on the Notes will accrue from the most recent date
to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be
November 1, 2003. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal from time to time on demand at a
rate equal to the per annum rate on the Notes then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months. 


        2.    METHOD OF PAYMENT.    The Company shall make payments in respect of the Notes represented by the Global Notes
(including principal and interest) by wire transfer of immediately available funds to the accounts specified by the Note Custodian. With respect to Notes issued in definitive form, the Company shall
make all payments of principal and interest by mailing a check to each such Holder's
registered address, provided that all payments with respect to Notes having an aggregate principal amount of $100,000 or more, the Holders of which have
given wire transfer instructions to the Company at least ten business days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds to the
accounts specified by the Holders thereof. The Notes represented by the Global Notes are expected to be eligible to trade in DTC's Same-Day Funds Settlement System, and any permitted
secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that secondary trading in the Definitive Notes
also will be settled in immediately available funds. 


        3.    PAYING AGENT AND REGISTRAR.    Initially, U.S. Bank National Association, the Trustee under the Indenture, will
act as Paying Agent and Registrar. The Notes may be presented for registration of transfer and exchange at the offices of the Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 


        4.    INDENTURE.    The Company issued the Notes under an Indenture dated as of May 9, 2003 (the
"Base Indenture") as supplemented by a First Supplemental Indenture dated as of May 14, 2003 (the "Supplemental
Indenture" and, together with the Base Indenture, the "Indenture") between the 








Company,
the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended
(15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. The
Notes issued under the Indenture are senior unsecured obligations of the Company limited to $1 billion in aggregate principal amount. 



        5.    OPTIONAL REDEMPTION.    


        The
Notes will not be redeemable at the option of the Company except as set forth in the following paragraph. 


        At
any time and from time to time, the Company may, at its option, redeem all or a portion of the Notes at the Make-Whole Price plus accrued and unpaid interest to the
redemption date. 


        6.    MANDATORY REDEMPTION.    


        The
Company shall not be required to make mandatory redemptions or sinking fund payments with respect to the Notes. 


        7.    REPURCHASE AT OPTION OF HOLDER.    


        (a)   If
there is a Change of Control, the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase
(the "Change of Control Payment"). Within 10 business days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control
Offer as required by the Indenture. 


        (b)   If
the Company or a Subsidiary consummates any Asset Sale, under certain circumstances as provided in the Indenture, the Company shall commence an offer to all Holders
of Notes (as "Asset Sale Offer") pursuant to Section 1111 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price
in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the
Indenture. To the extent that the amount of the Excess Proceeds exceeds the aggregate amount of Notes tendered pursuant to an Asset Sale Offer, the Company (or such Subsidiary) may use such excess for
general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a  pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related
purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes. 



        8.    NOTICE OF REDEMPTION.    Notice of redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption. 


        9.    DENOMINATIONS, TRANSFER, EXCHANGE.    The Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need
not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not
exchange or register the transfer of any Notes for a 








period
of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 


        10.    PERSONS DEEMED OWNERS.    The registered Holder of a Note may be treated as its owner for all purposes. 


        11.    AMENDMENT, SUPPLEMENT AND WAIVER.    Subject to certain exceptions, the Indenture and the Notes may be amended
or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of
any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Company's or Guarantor's obligations to Holders of the Notes in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order
to effect or maintain the qualification of the Indenture under the Trust Indenture Act, or to allow any Guarantor to execute a supplemental indenture to the Indenture with respect to the Notes. 


        12.    DEFAULTS AND REMEDIES.    Events of Default include: (i) default for 30 days in the payment when
due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes (including in connection with an offer to purchase); (iii) failure by the
Company to comply with Section 801 or Section 1010 of the Indenture and such failure shall have continued for 15 days, after notice from the Company or any holder of Notes, or
failure by the Company or any of its Subsidiaries to comply with the provisions of Section 1007 and Section 1009 of the Indenture and such failure shall have continued for 30 days
after notice from the Company or any holder of Notes; (iv) failure by the Company for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding to comply with certain other agreements in the Indenture and the Notes; (v) payment default under certain other agreements relating to
Indebtedness of the Company or default under certain other agreements relating to the Indenture which default results in the acceleration of such Indebtedness prior to its express maturity;
(vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the
Company or any of its Restricted Subsidiaries
that are Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare
all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due
and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or
Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in
aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or
Event of Default. 


        13.    TRUSTEE DEALINGS WITH COMPANY.    The Trustee, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 








        14.    NO RECOURSE AGAINST OTHERS.    A director, officer, employee, incorporator or stockholder, of the Company, as
such, shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. 


        15.    AUTHENTICATION.    This Note shall not be valid until authenticated by the manual signature of the Trustee or
an authenticating agent. 


        16.    ABBREVIATIONS.    Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act). 


        17.    CUSIP NUMBERS.    Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to
the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 


        The
Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: 


Key
Energy Services, Inc.

400 South River Road

New Hope, PA 18938

Attention: General Counsel 





ASSIGNMENT FORM  


To
assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to 



	

	

 (Insert assignee's soc. sec. or tax I.D. no.)
	

	


	

	


	

	


	

	

 (Print or type assignee's name, address and zip code)





       





	and irrevocably appoint	 	 
	 	 	

	to transfer this Note on the books of the Company. The agent may substitute another to act for him.





       






       




Date:
             



	 	 	Your Signature:	 
	 	 	 	
 (Sign exactly as your name appears on the face of this Note)




OPTION OF HOLDER TO ELECT PURCHASE  


        If you want to elect to have this Note purchased by the Company pursuant to Section 1010 or Section 1015 of the Indenture, check the box below: 


o    Section 1010                o    Section 1015



        If
you want to elect to have only part of the Note purchased by the Company pursuant to Section 1010 or Section 1015 of the Indenture, state the amount you elect to have
purchased: $                   



	Date:	 	 	 	Your Signature:	 
	 	
	 	 	 	
 (Sign exactly as your name appears on the Note)
	

 	

 	

 	
 	

Tax Identification No.:	

 
	 	 	 	 	 	

	

Signature Guarantee*:	

 	
 	

 	

 
	 	 	
	 	 	 






	*
	Participant
in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 





 
 

SCHEDULE OF EXCHANGES OF NOTES    
    


        The following exchanges of a part of this Global Note for other Notes have been made: 



	Date of Exchange
 
	 	Amount of decrease in

Principal Amount of

this Global Note
	 	Amount of increase in

Principal Amount of

this Global Note
	 	Principal Amount of

this Global Note

following such

decrease (or increase)
	 	Signature of

authorized office

of Trustee

or Note

Custodian

	 	 	 	 	 	 	 	 	 









 
 

Exhibit B    
    


 
 

FORM OF
  
    SUBSIDIARY GUARANTEE    
    


        For value received, each of the Guarantors named (or deemed herein to be named) below hereby jointly and severally unconditionally guarantees, on a senior basis
to the Holder of the Security upon which this Subsidiary Guarantee is endorsed, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of (and premium, if any) and
interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, purchase or otherwise, according to the terms thereof
and of the Indenture referred to therein. In case of the failure of the Company punctually to make any such payment, each of the Guarantors hereby jointly and severally agrees to cause such payment to
be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by
the Company. 


        Each
of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of such
Security or the Indenture, the absence of any action to enforce the same, any creation, exchange, release or non-perfection of any Lien on any collateral for, or any release or amendment
or waiver of any term of any other guarantee of, or any consent to departure from any requirement of any other guarantee of, all or of any of the Securities, the election by the Trustee or any of the
Holders in any proceeding under Chapter 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security interest by the Company,
as debtor-in-possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims
of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of such Security or by the Trustee or either of them with respect to any provisions
thereof or of the Indenture, the obtaining of any judgment against the Company or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable
discharge or defense of a Guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect,
secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral,
filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or
the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in such
Security and in this Subsidiary Guarantee.
Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Security, whether at their Stated Maturity, by acceleration, call
for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in the
Indenture, directly against each of the Guarantors to enforce this Subsidiary Guarantee without first proceeding against the Company. Each Guarantor agrees that if, after the occurrence and during the
continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect
interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, such Guarantor agrees to pay to the Trustee for the accounts of the Holders, upon demand
therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. 


        No
reference herein to the Indenture and no provision of this Subsidiary Guarantee or of the Indenture shall alter or impair the Subsidiary Guarantee of any Guarantor, which is absolute
and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security upon which this Subsidiary Guarantee is endorsed. 








        Each
Guarantor shall be subrogated to all rights of the Holder of such Security against the Company in respect of any amounts paid by such Guarantor on account of such Security pursuant
to the provisions of its Subsidiary Guarantee or the Indenture; provided, however, that such Guarantor
shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on this Security and all
other Securities issued under the Indenture shall have been paid in full. 


        This
Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization,
should the Company become insolvent or make any assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall,
to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such
payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law,
be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 


        The
Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under
this Subsidiary Guarantee. 


        The
Guarantors or any particular Guarantor shall be released from this Subsidiary Guarantee upon the terms and subject to certain conditions provided in the Indenture. 


        By
delivery of a supplemental indenture to the Trustee in accordance with the terms of the Indenture, each Person that becomes a Guarantor after the date of the Indenture will be deemed
to have executed and delivered this Subsidiary Guarantee for the benefit of the Holder of the Security upon which this Subsidiary Guarantee is endorsed, with the same effect as if such Guarantor were
named below and had executed and delivered this Subsidiary Guarantee. 


        All
terms used in this Subsidiary Guarantee which are defined in the Indenture referred to in the Security upon which this Subsidiary Guarantee is endorsed shall have the meanings
assigned to them in such Indenture. 


        This
Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Subsidiary Guarantee is endorsed shall
have been executed by the Trustee under the Indenture by manual signature. 


        Reference
is made to Article Three of the Supplemental Indenture for further provisions with respect to this Subsidiary Guarantee. 



        THIS SUBSIDIARY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.






        IN
WITNESS WHEREOF, each of the Guarantors has caused this Subsidiary Guarantee to be duly executed. 



	 	 	By:	 	 	 
	 	 	 	

	 	 	 	Name:	 	 
	 	 	 	Title:	 	 











QuickLinks



EXHIBIT 4.1


TABLE OF CONTENTS

EXHIBITS


WITNESSETH

ARTICLE 1 DEFINITIONS


ARTICLE 2 FORM AND TERMS OF THE NOTES

ARTICLE TEN COVENANTS



ARTICLE 3 SUBSIDIARY GUARANTEE

ARTICLE 4 MISCELLANEOUS



Exhibit A


SCHEDULE OF EXCHANGES OF NOTES




Exhibit B


FORM OF SUBSIDIARY GUARANTEE