Exhibit 4.1


 


SIXTH SUPPLEMENTAL
INDENTURE


 


SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
dated as of January 21, 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 February 27, 2002
(as supplemented by the First Supplemental Indenture dated as of March 1, 2002,
the Second Supplemental Indenture dated as of August 29, 2002, the Third
Supplemental Indenture dated as of July 28, 2003, the Fourth Supplemental
Indenture dated as of July 12, 2004, and the Fifth Supplemental Indenture dated
as of July 19, 2004, the “Indenture”),
pursuant to which the Company issued an aggregate outstanding principal amount
of $275 million of 8 3/8 % Senior Notes due 2008 (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


 


2





















 


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.”


 


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).


 


3





















 


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.


 


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 PAGE 1 OF 3 TO SIXTH SUPPLEMENTAL INDENTURE FOR


8 3/8 % NOTES DUE 2008]


 


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/ William M. Austin

  	
   

  
	
   

  	
  Name:

  	
  William M. Austin

  
	
   

  	
  Title:

  	
  Senior Vice President, Chief Financial

  
	
   

  	
   

  	
  Officer and Chief Accounting Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE TRUSTEE:

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION

  
	
   

  	
  as Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Laura L. Moran

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Laura L. Moran

  	
   

  
	
   

  	
  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.

  
									



 





















 


[SIGNATURE PAGE 2 OF 3 TO SIXTH SUPPLEMENTAL INDENTURE FOR


8 3/8 % NOTES DUE 2008]


 


	
   

  	
  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

  



 





















 


[SIGNATURE PAGE 3 OF 3 TO SIXTH SUPPLEMENTAL INDENTURE FOR


8 3/8 % NOTES DUE 2008]


 


	
   

  	
  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/ William M. Austin

  	
   

  
	
   

  	
  Name:

  	
  William M. Austin

  
	
   

  	
  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