Exhibit 4.1


 


 


March 31, 2005


 


U.S. Bank National Association, as Trustee


One Federal Street, 3rd Floor


Boston, MA 02110


Attn:  Laura
Moran, Vice President


 


RE:                              Fifth
Supplemental Indenture (the “63/8% Supplemental
Indenture”), to the Indenture dated as of May 9, 2003 (the “63/8%
Indenture”), among Key Energy Services, Inc., a Maryland corporation
(the “Company”),
the guarantors party thereto, and U.S. Bank National Association, as
trustee (the “Trustee”),
relating to the Company’s 63/8% Senior Notes due 2013 (CUSIP No. 492914AP1) (the “63/8%
Notes”);


 


Seventh Supplemental
Indenture (the “83/8%
Supplemental Indenture” and, collectively with the 63/8%
Supplemental Indenture, the “Supplemental Indentures”), to the Indenture dated as of February
27, 2002, as amended (the “83/8%
Indenture” and, collectively with the 63/8%
Indenture, the “Indentures”),
among the Company, the guarantors party thereto and the Trustee, relating to
the Company’s 83/8% Senior Notes due 2008 (CUSIP No. 492914AN6) (the “83/8%
Notes” and, collectively with the 63/8% Notes, the “Notes”).


 


Ladies and Gentlemen:


 


The undersigned (“DTC Participant”) is the registered holder on
the records of The Depository Trust & Clearing Corporation (“DTC”) of 63/8%
Notes and/or 83/8% Notes on March 31, 2005 (the “Record Date”) and is
executing and delivering this letter in connection with the adoption of the
proposed 63/8% Supplemental Indenture and/or the adoption of the
proposed 83/8% Supplemental Indenture. The undersigned DTC
Participant has been directed by its customers that are the beneficial owners
of 63/8%
Notes and/or 83/8% Notes on the Record Date of the aggregate amounts of
such Notes specified on the Signature Page below to consent to the adoption of
the proposed 63/8% Supplemental Indenture and/or the adoption of the
proposed 83/8% Supplemental Indenture.


 


The proposed amendments to the Indentures for the 63/8%
Notes and the 83/8% Notes are substantially identical in all respects.  The
Supplemental Indenture with respect to each series of Notes will:


 





















 


•                                          until May 31,
2005, waive compliance with the requirements under the Indentures for the
Company to file its annual report on Form 10-K for the fiscal year ended
December 31, 2003;


 


•                                          until July
31, 2005, waive compliance with the requirements under the Indentures for the
Company to file its (i) quarterly reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 2004; and (ii) its annual report on Form
10-K for the fiscal year ended December 31, 2004;


 


•                                          until August
31, 2005, waive compliance with the requirements under the Indentures that the
Company file its quarterly reports for the fiscal quarters ended March 31 and
June 30, 2005; and


 


•                                          amend the
events of default in the Indentures to provide that the Company’s failure to
comply with the financial reporting covenants contained in the Indentures for
the annual and quarterly periods described above will not constitute an event
of default under the Indentures until the expiration of the waiver deadlines
described above unless 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 outstanding Notes.


 


The text of the proposed amendments is set forth in Exhibit A attached
hereto.


 


In addition, the execution and delivery of this
consent and letter agreement shall constitute a waiver of any default or event
of default under the Indentures in existence as of the effective time of the
execution and delivery of the Supplemental Indentures.


 


Each beneficial owner executing a counterpart of this
consent and letter agreement hereby (i) provides its irrevocable written
consent to the proposed amendments to the 63/8%
Indenture and the 83/8% Indenture, as the case may be, (and such other amendments
in form as the Trustee may reasonably request), (ii) approves
the execution and delivery of the 63/8% Supplemental Indenture and 83/8%
Supplemental Indenture, as the case may be, by the Company, the guarantors
party thereto and the Trustee, and (iii) hereby authorizes the undersigned DTC
Participant to execute and deliver this consent and letter agreement.


 


The undersigned DTC Participant hereby provides its
irrevocable written consent to the proposed amendments to the 63/8%
Indenture and the 83/8% Indenture, as the case may be, (and such other
amendments in form as the Trustee may reasonably request), and approves
the execution and delivery of the 63/8% Supplemental Indenture and 83/8%
Supplemental Indenture, as the case may be, by the Company, the guarantors
party thereto and the Trustee.  This
consent shall be effective regardless of the final form of the Supplemental
Indentures.


 


Each beneficial owner that executes and delivers a
counterpart of this consent and letter agreement represents and warrants to the
undersigned DTC Participant that it is the beneficial owner of and/or has
the power to act with respect to the principal amount of the 63/8%
Notes or 83/8% Notes set forth on the applicable Signature Page
hereto, and it has the requisite power and authority to execute and deliver
this consent and letter agreement.


 


2





















 


The undersigned DTC Participant represents and
warrants that, on behalf of such beneficial owners, it is the holder of and/or
has the power to act with respect to the aggregate principal amounts of 63/8%
Notes or 83/8% Notes indicated on the Signature Page hereto.  The undersigned DTC Participant represents
and warrants that it has the requisite power and authority to execute and deliver
this consent and letter agreement.


 


This consent is given in consideration for the Company’s
agreement to (i) make the consent payments described on Exhibit B attached
hereto to all holders of the Notes on the Record Date, whether or not all
holders have given their consent and (ii) file with the Securities and Exchange
Commission on Form 8-K for each month beginning March 1, 2005, not later than
the 50th day after the end of each such month, and until such time
as the Company has filed the financial information that would have been
required pursuant to the financial reporting requirements under the Indentures,
selected and financial activity information, such information to include the
following: revenues, certain expense data (including interest expense), current
assets (including cash and cash equivalents) and current liabilities,
outstanding indebtedness, capital expenditures, status of compliance with
credit facility covenants (including amounts available for borrowing),
management’s discussion and analysis of the foregoing information and
disclosure of rig hours and trucking hours. 
Except for the consent payments described on Exhibit B, the
Company will not make any consent payments to the holders of the Notes.


 


By executing and delivering a counterpart of this
consent and letter agreement each beneficial owner hereby gives irrevocable
instructions to the undersigned DTC Participant and any parties through which
such DTC Participant may hold its Notes to provide its consent to the
proposed amendments and the execution and delivery of the respective
Supplemental Indentures on such beneficial owner’s behalf and on behalf of the
accounts for which such DTC Participant acts, and to take any and all actions
as the Company and the Trustee may reasonably request to give effect to
this consent and letter agreement.


 


The undersigned DTC Participant agrees to take any and
all actions as the Company and the Trustee may reasonably request to give
effect to this consent and letter agreement.


 


Each beneficial owner executing and delivering a
counterpart of this consent and letter agreement authorizes the undersigned DTC
Participant to execute and deliver to the Trustee a counterpart of this consent
and letter agreement (without copies of the applicable Signature Page executed
by such beneficial owner).


 


This consent and letter agreement may be executed by
the beneficial owners and the DTC Participants in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. 
All signatures may be transmitted by facsimile, and such facsimile will,
for all purposes, be deemed to be the original signature of such party whose
signature it reproduces, and will be binding on such party.


 


[SIGNATURES APPEAR ON
FOLLOWING PAGES]


 


3





















 


This consent and letter agreement shall be governed by
and construed in accordance with the laws of the State of New York.


 


	
  Very truly yours,

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
  (Custodian/DTC Participant)

  	
   

  	
   

  	
  Principal Amount of

  63/8% Notes Consenting

  	
   

  	
   

  	
  Principal Amount of

  83/8% Notes Consenting

  	
   

  



 


	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Phone:

  	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
   

  	
   

  
	
  DTC Participant Acct. No: 

  	
   

  	
   

  	
   

  
									



 


 


Upon receipt
of instructions from Client/Beneficial Owner,


please
process and forward IMMEDIATELY


(by fax,
with originals to follow by overnight courier) to:


 


 


D.F.
King & Co., Inc.


48
Wall Street, 22nd Floor


New
York, New York  10005


Attn:  Gina Ruotolo


 


Telephone:
(212) 269-5550


Fax:  (212) 709-3285


 





















 


EXECUTION
BY BENEFICIAL OWNER:


 


The undersigned
Beneficial Owner of the Notes set forth below hereby instructs the Custodian
(DTC Participant) of the Notes held on behalf of such Beneficial Owner to
execute this consent and letter agreement.


 


Name of Beneficial Owner:


 


	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
  (Beneficial Owner)

  	
   

  	
   

  	
  Principal Amount of

  63/8% Notes Consenting

  	
   

  	
   

  	
  Principal Amount of

  83/8% Notes Consenting

  	
   

  



 


	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Phone:

  	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Custodian (DTC Participant)

  	
   

  	
   

  
									



 





















 


EXHIBIT A


 


THE
PROPOSED AMENDMENTS-63/8% NOTES


 


Below is the text of the provisions from the 63/8%
Indenture, which has been modified as contemplated by the 63/8%
Supplemental Indenture.  Text that is
deleted from the 63/8% Indenture by the proposed amendments is stricken and
text that is added to the 63/8% Indenture by the proposed
amendments is underlined.  The proposed
amendments for the 83/8% Indenture are substantially identical in all respects.


 


*  * 
*  *  *


 


SECTION 501(c). 
Events of Default.


 


*  *  *  *  *


 


(c)           (i)
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 (ii) 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 (iii) the Company or any
of its Restricted Subsidiaries fails to comply by May 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 January 1, 2004 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, or
(iv) the Company or any of its Restricted Subsidiaries fails to comply by July
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 commencing on or after January 1,
2004 and ending prior to January 1, 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, or (v)
the Company or any of its Restricted Subsidiaries fails to comply by August 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 the quarterly periods ending March 31, 2005 and June 30, 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.


 


*  * 
*  *  *


 


SECTION 704. 
Reports by Company and the Guarantors.


 


(a) The Company and each
of the Guarantors shall (except as provided in clauses
(b) and (c) below)
file with the Trustee, within 15 days


 


A-1





















 


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.


 


(b) Notwithstanding any
other provision in this Section 704, until May 31, 2005, the Company and the
Guarantors shall not be required to provide, file or make available financial
reports, information, documents or statements for annual or quarterly periods
ending prior to January 1, 2004 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 May 31, 2005.


 


(c) Notwithstanding any
other provision in this Section 704, until July 31, 2005, the Company and the
Guarantors shall not be required to provide, file or make available financial
reports, information, documents or statements for annual or quarterly periods
commencing on or after January 1, 2004 and ending prior to January 1, 2005 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 July 31, 2005. 
Notwithstanding any other provision in this Section 704, until August
31, 2005, the Company and the Guarantors shall not be required to provide, file
or make available financial reports, information, documents or statements for
the quarterly periods ending March 31, 2005 and June 30, 2005 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 August 31, 2005.


 


*  * 
*  *  *


 


SECTION 1003. 
Reports.


 


(a) 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 clauses (b) and (c) below) (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


 


A-2





















 


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 clauses (b) and (c) below) 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).


 


(b) Notwithstanding any
other provision in this Section 1003, until May 31, 2005, the Company and the
Guarantors shall not be required to provide, file or make available financial
reports, information, documents or statements for annual or quarterly periods
ending prior to January 1, 2004 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 May 31, 2005.


 


(c)  Notwithstanding any other provision in this
Section 1003, until July 31, 2005, the Company and the Guarantors shall not be
required to provide, file or make available financial reports, information,
documents or statements for annual or quarterly periods commencing on or after
January 1, 2004 and ending prior to January 1, 2005 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 July 31, 2005.  Notwithstanding
any other provision in this Section 1003, until August 31, 2005, the Company
and the Guarantors shall not be required to provide, file or make available
financial reports, information, documents or statements for the quarterly
periods ending March 31, 2005 and June 30, 2005 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 August 31, 2005.


 


*  * 
*  *  *


 


A-3





















 


THE PROPOSED AMENDMENTS-83/8%
NOTES


 


Below is the text of the provisions from the 83/8%
Indenture, which have been modified as contemplated by the 83/8%
Supplemental Indenture.  Text that is
deleted from the 83/8% Indenture by the proposed amendments is stricken and
text that is added to the 83/8% Indenture by the proposed
amendments is underlined.  The proposed
amendments for the 63/8% Indenture are substantially identical in all respects.


 


*  *  * 
*  *


 


SECTION 501(c). 
Events of Default.


 


*  *  * 
*  *


 


(c)           (i)
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 (ii) 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 (iii) the Company or any
of its Restricted Subsidiaries fails to comply by May 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 January 1, 2004 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, or (iv)
the Company or any of its Restricted Subsidiaries fails to comply by July 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 commencing on or after January 1, 2004 and
ending prior to January 1, 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, or (v) the Company
or any of its Restricted Subsidiaries fails to comply by August 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 the
quarterly periods ending March 31, 2005 and June 30, 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.


 


*  *  * 
*  *


 


SECTION 704. 
Reports by Company and the Guarantors.


 


(a) The Company and each
of the Guarantors shall (except as provided in clauses
(b) and (c) below)
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


 


A-4





















 


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.


 


(b) Notwithstanding any
other provision in this Section 704, until May 31, 2005, the Company and the
Guarantors shall not be required to provide, file or make available financial
reports, information, documents or statements for annual or quarterly periods
ending prior to January 1, 2004 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 May 31, 2005.


 


(c) Notwithstanding any
other provision in this Section 704, until July 31, 2005, the Company and the
Guarantors shall not be required to provide, file or make available financial
reports, information, documents or statements for annual or quarterly periods
commencing on or after January 1, 2004 and ending prior to January 1, 2005 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 July 31, 2005. 
Notwithstanding any other provision in this Section 704, until August
31, 2005, the Company and the Guarantors shall not be required to provide, file
or make available financial reports, information, documents or statements for
the quarterly periods ending March 31, 2005 and June 30, 2005 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 August 31, 2005.


 


*  *  * 
*  *


 


SECTION 1003. 
Reports.


 


(a) 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 clauses (b) and (c) below) (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


 


A-5





















 


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 clauses
(b) and (c) below)
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).


 


(b) Notwithstanding any
other provision in this Section 1003, until May 31, 2005, the Company and the
Guarantors shall not be required to provide, file or make available financial
reports, information, documents or statements for annual or quarterly periods
ending prior to January 1, 2004 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 May 31, 2005.


 


(c)  Notwithstanding any other provision in this
Section 1003, until July 31, 2005, the Company and the Guarantors shall not be
required to provide, file or make available financial reports, information,
documents or statements for annual or quarterly periods commencing on or after
January 1, 2004 and ending prior to January 1, 2005 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 July 31, 2005.  Notwithstanding
any other provision in this Section 1003, until August 31, 2005, the Company
and the Guarantors shall not be required to provide, file or make available
financial reports, information, documents or statements for the quarterly
periods ending March 31, 2005 and June 30, 2005 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 August 31, 2005.


 


* 
*  *  *  *


 


A-6





















 


EXHIBIT B


 


CONSENT PAYMENT SCHEDULE


 


Subject to the valid execution of the Supplemental
Indentures as set forth above, the Company will make consent payments to all of
the holders of the Notes as of March 31, 2005 (the “Record Holders”) in
the amounts set forth below within three business days following each
applicable trigger date listed below (the “Trigger Date”), unless the Company has made
the applicable filings with the Securities and Exchange Commission (the “Commission”) before
such Trigger Date.


 


The following terms shall have the meanings set forth
below:


 


“2003 Required Filing” means the
Company’s Annual Report on Form 10-K for the year ended December 31, 2003.


 


“2004 Required Filings” means the
Company’s Annual Report on Form 10-K for the year ended December 31, 2004, and
the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31,
2004, June 30, 2004 and September 30, 2004.


 


“First Quarter 2005 Form 10-Q” means
the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2005.


 


“Second Quarter 2005 Form 10-Q” means
the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2005.


 


“2005
Required Filings” means the First Quarter 2005 Form 10-Q and the
Second Quarter 2005 Form 10-Q.


 


Consent Payment Schedule
for the 2003 Required Filing.


 


The Company will make each corresponding consent payment
in cash, as set forth below, to the Record Holders for each $1,000 principal
amount of the Notes, unless the Company has filed the 2003 Required Filing with
the Commission before such Trigger Date:


 




	
  TRIGGER
  DATE

  	
   

  	
  CONSENT PAYMENT

  	
   

  
	
  April 1, 2005

  	
   

  	
  $

  	
  2.50

  	
   

  
	
  May 1, 2005

  	
   

  	
  $

  	
  3.75

  	
   

  






 


Consent Payment Schedule
for the 2004 Required Filings.


 


In addition, the Company will make each corresponding
consent payment in cash, as set forth below, to the Record Holders for each
$1,000 principal amount of the Notes, unless the Company has filed all of the
2004 Required Filings with the Commission before such Trigger Date:


 


B-1





















 




	
  TRIGGER DATE

  	
   

  	
  CONSENT PAYMENT

  	
   

  
	
  April 1, 2005

  	
   

  	
  $

  	
  1.25

  	
   

  
	
  May 1, 2005

  	
   

  	
  $

  	
  1.25

  	
   

  
	
  June 1, 2005

  	
   

  	
  $

  	
  1.25

  	
   

  
	
  July 1, 2005

  	
   

  	
  $

  	
  1.25

  	
   

  






 


Consent Payment Schedule
for the 2005 Required Filings.


 


The Company will make a consent payment to the Record
Holders equal to $1.25 in cash per $1,000 principal amount of the Notes if the
Company fails to file its First Quarter 2005 Form 10-Q with the Commission
prior to July 1, 2005. In addition, the Company will make a consent payment to
the Record Holders equal to $1.25 in cash per $1,000 principal amount of the
Notes, if the Company fails to file both 2005 Required Filings with the
Commission prior to August 10, 2005.


 


B-2