Exhibit
4.1


 


FOURTH
SUPPLEMENTAL INDENTURE


 


FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
dated as of January 19, 2005 is entered into between Key Energy Services,
Inc., a Maryland corporation (the “Company”), the undersigned guarantors and
U.S. Bank National Association, as trustee under the Indenture referred to
below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Company has heretofore executed
and delivered to the Trustee that certain Indenture dated as of May 9,
2003 (as supplemented by the First Supplemental Indenture dated as of
May 14, 2003, the Second Supplemental Indenture dated as of July 12,
2004, and the Third Supplemental Indenture dated as of July 19, 2004, the “Indenture”), pursuant
to which the Company issued an aggregate outstanding principal amount of $150
million of 6 3/8% Senior Notes due 2013 (the “Notes”);


 


WHEREAS, the Indenture requires, among other
things, that the Company shall (i) provide to the Trustee copies of
certain reports filed with the U.S. Securities and Exchange Commission and
(ii) comply with other financial reporting requirements specified in the
Indenture;


 


WHEREAS, the Company has received the consent
of the holders of a majority in principal amount of the Notes as of January 7,
2005 (the “Record Date”),
to waive any and all defaults or events of defaults that may arise from the
Company’s noncompliance with the reporting requirements specified in the
Indenture prior to March 31, 2005; and


 


WHEREAS, the Company and the Trustee are
authorized to enter into this Supplemental Indenture pursuant to the consent of
the holders of the Notes.


 


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


 


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


 


2.     REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.  The Company represents and
warrants to the Trustee as follows:


 


(a)           Pursuant to Section 513
of the Indenture, Holders of a majority in principal amount of the Outstanding
Securities as of the Record Date (or their duly designated proxies) have waived
any past defaults related to the Company’s noncompliance with the reporting
requirements specified in Sections 704 and 1003 of the Indenture;


 


(b)           Holders of a
majority in principal amount of the Outstanding Securities as of the Record
Date have consented to and approved the execution and delivery of this
Supplemental Indenture; and


 





















 


(c)           the
execution and delivery of this Supplemental Indenture is authorized and
permitted by the Indenture, and all of the Indenture’s requirements for the
execution and delivery of this Supplemental Indenture have been satisfied.


 


3.     REQUEST TO EXECUTE THIS SUPPLEMENTAL
INDENTURE.  The Company has requested,
and does hereby request, that the Trustee execute this Supplemental Indenture.


 


4.     AMENDMENT TO SECTION 501(C).  Section 501(c) of the Indenture shall be
deleted in its entirety and will be replaced by the following Section 501(c):


 


“(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 or the Company or any of its Restricted
Subsidiaries fails to comply by March 31, 2005, with Section 704 or Section 1003
with respect to the financial reports, information, documents or statements to
be provided, filed or made available for annual or quarterly periods ending
prior to March 31, 2005 and such failure shall have continued 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.”


 


5.     AMENDMENT TO SECTION 704– REPORTS BY
COMPANY AND THE GUARANTORS.  Section 704
of the Indenture shall be deleted in its entirety and will be replaced by the
following Section 704:


 


“SECTION 704.  Reports by
Company and the Guarantors.


 


The Company
and each of the Guarantors shall (except as provided in the next paragraph)
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.


 


Notwithstanding
any other provision in this Section 704, until March 31, 2005, the
Company and the Guarantors shall not be required to provide, file or make
available financial reports, information, documents or statements that the
Company otherwise would have been required to provide, file or make available
to the Trustee, the Commission, or any other Person pursuant to this Section 704
on any date before March 31, 2005.”


 


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6.     AMENDMENT TO SECTION 1003– REPORTS.  Section 1003 of the Indenture shall be
deleted in its entirety and will be replaced by the following Section 1003:


 


“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 (except as
provided in the next paragraph) (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, following consummation of the Exchange Offer, whether or not required
by the rules and regulations of the Commission, the Company shall (except as
provided in the next paragraph) file a copy of all such information and reports
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).


 


Notwithstanding
any other provision in this Section 1003, until March 31, 2005, the
Company and the Guarantors shall not be required to provide, file or make
available financial reports, information, documents or statements that the
Company otherwise would have been required to provide, file or make available
to the Trustee, the Commission, or any other Person pursuant to this Section 1003
on any date before March 31, 2005.”


 


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


 


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


 


9.     EFFECT OF HEADINGS.  The Section headings herein are for
convenience only and shall not affect the construction hereof.


 


10.   THE TRUSTEE.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Company.


 


[SIGNATURES
ON FOLLOWING PAGES]


 


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[SIGNATURE TO FOURTH
SUPPLEMENTAL INDENTURE FOR 6 3/8% NOTES DUE 2013]


 


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


 


 


	
   

  	
  THE COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
  KEY ENERGY SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Royce W. Mitchell

  
	
   

  	
  Name:

  	
  Royce W. Mitchell

  
	
   

  	
  Title:

  	
  Executive Vice President, Chief Financial

  Officer and Chief Accounting Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE TRUSTEE:

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert
  C. Butzier

  
	
   

  	
  Name:

  	
   

  	
  Robert C. Butzier

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
  BROOKS WELL SERVICING, INC.

  
	
   

  	
  DAWSON PRODUCTION MANAGEMENT, 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.

  
	
   

  	
  KEY ENERGY SHARED SERVICES, LLC

  
	
   

  	
  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.

  
								



 


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  YALE E. KEY, INC.

  
	
   

  	
  Q SERVICES, INC.*

  
	
   

  	
  Q.V. SERVICES, INC

  
	
   

  	
   

  	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Richard J. Alario

  
	
   

  	
  Name:

  	
  Richard J. Alario

  
	
   

  	
  Title:

  	
  Vice President of each corporation listed

  above unless otherwise noted below

  
						



 










*Richard
J. Alario is the President of this entity.


 


 


	
   

  	
  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.

  
	
   

  	
  KEY ENERGY PRESSURE PUMPING, L.P.

  
	
   

  	
  by the sole
  general partner, Q Oil & Gas Services, LLC

  
	
   

  	
  KEY ENERGY FISHING & RENTAL 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

  



 


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  Q.V. SERVICES OF TEXAS, L.P.

  
	
   

  	
  by the sole
  general partner, Q Oil & Gas Services, LLC

  
	
   

  	
  Q.V. SERVICES BENEFICIAL, L.P.

  
	
   

  	
  by the sole
  general partner, Q.V. Services, Inc.

  



 


 


	
   

  	
  By:

  	
   

  	
  /s/ Richard J. Alario

  
	
   

  	
  Name:

  	
  Richard J. Alario

  
	
   

  	
  Title:

  	
  Vice President of each corporate general

  partner listed above and Manager of

  each limited liability company general

  partner listed above unless noted

  otherwise below

  



 










*Richard
J. Alario is the President of this corporation.


 


 


	
   

  	
  DAWSON PRODUCTION ACQUISITION CORP.

  
	
   

  	
  DAWSON PRODUCTION TAYLOR, INC.

  



 


 


	
   

  	
  By:

  	
   

  	
  /s/ Royce W. Mitchell

  
	
   

  	
  Name:

  	
  Royce W. Mitchell

  
	
   

  	
  Title:

  	
  Vice President and Treasurer of each

  corporation listed above

  



 


 


	
   

  	
  BROOKS WELL SERVICING, LLC

  
	
   

  	
  KEY ENERGY DRILLING, LLC

  
	
   

  	
  UNITRAK SERVICES, LLC

  
	
   

  	
  YALE E. KEY, LLC

  
	
   

  	
  WELLTECH MID-CONTINENT, LLC

  
	
   

  	
  Q ENERGY SERVICES, L.L.C.

  
	
   

  	
  Q OIL & GAS SERVICES, LLC

  
	
   

  	
  Q.V. SERVICES, LLC

  



 


 


	
   

  	
  By:

  	
   

  	
  /s/ Richard J. Alario

  
	
   

  	
  Name:

  	
  Richard J. Alario

  
	
   

  	
  Title:

  	
  Manager of each limited liability

  company listed above

  



 


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