Exhibit 4.2


 


FIFTH SUPPLEMENTAL INDENTURE


 


FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
dated as of  April 5, 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, the
Third Supplemental Indenture dated as of July 19, 2004, and the Fourth
Supplemental Indenture dated January 19, 2005, 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 outstanding of the Notes as of March
31, 2005 (the “Record
Date”) to (i) until May 31, 2005, waive any and all defaults or
events of default that may arise from the Company’s noncompliance with the
reporting requirements specified in the Indenture for the 2003 fiscal year,
(ii) until July 31, 2005, waive any and all defaults or events of default that
may arise from the Company’s noncompliance with the reporting requirements
specified in the Indenture for the 2004 fiscal year and for the first three fiscal
quarters of 2004, and (iii) until August 31, 2005, waive any and all defaults
or events of default that may arise from the Company’s noncompliance with the
reporting requirements specified in the Indenture for the fiscal quarters ended
March 31, 2005 and June 30, 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)         (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.”


 


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:


 


2





















 


“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 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.”


 


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.


 


(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


 


3





















 


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 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, 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.”


 


4





















 


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]


 


5





















 


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
  Moran

  
	
   

  	
  Name:

  	
   Laura Moran

  
	
   

  	
  Title:

  	
   Vice
  President

  
									



 


 


Signature Page to Fifth
Supplemental Indenture (63/8% Senior Notes)


 





















 


	
   

  	
  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.

  
	
   

  	
  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, 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

  
					



 





















 


	
   

  	
  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

  
	
   

  	
  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