exv4w1






Exhibit 4.1




KEY ENERGY SERVICES, INC.




AND



THE GUARANTORS NAMED HEREIN,



AND



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,



as Trustee



 






FOURTH SUPPLEMENTAL INDENTURE




Dated as of March 1, 2011



to



Indenture



Dated as of November 29, 2007



83/8% Senior Notes due 2014



 









 





     This FOURTH SUPPLEMENTAL INDENTURE, dated as of March 1, 2011 (this “Fourth Supplemental
Indenture”), among KEY ENERGY SERVICES, INC., a Maryland corporation (the “Company”), the
Guarantors and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as
Trustee (the “Trustee”), under the Indenture (as defined below). Capitalized terms used herein and
not otherwise defined shall have the meaning assigned to them in the Indenture.



WITNESSETH:




     WHEREAS, the Company has issued its 83/8% Senior Notes due 2014 (the “Securities”) pursuant to
an Indenture, dated as of November 29, 2007 (as supplemented by the First Supplemental Indenture,
dated January 22, 2008, the Second Supplemental Indenture, dated January 13, 2009 and the Third
Supplemental Indenture, dated July 31, 2009, the “Indenture”) among the Company, the Guarantors
and the Trustee;



     WHEREAS, the Company has offered to purchase for cash any and all outstanding Securities (the
“Tender Offer”);



     WHEREAS, in connection with the Tender Offer, the Company has requested that Holders of the
Notes deliver their consents with respect to the deletion of certain provisions of the Indenture;



     WHEREAS, Section 9.2 of the Indenture provides that the Company, the Guarantors and the
Trustee may amend or supplement the Indenture, the Securities or the Subsidiary Guarantees, with
the consent of the Holders of at least a majority in aggregate principal amount of the then
outstanding Securities (including consents obtained in connection with the purchase of, or tender
offer or exchange offer for, the Securities);



     WHEREAS, the Holders of at least a majority in aggregate principal amount of the outstanding
Securities have duly consented to the proposed modifications set forth in this Fourth Supplemental
Indenture in accordance with Section 9.2 of the Indenture;



     WHEREAS, the Company has heretofore delivered, or is delivering contemporaneously herewith, to
the Trustee (i) a copy of resolutions of the Board of Directors of the Company authorizing the
execution of this Fourth Supplemental Indenture, (ii) evidence of the consent of the Holders set
forth in the immediately preceding paragraph and (iii) the Officers’ Certificate and the Opinion of
Counsel described in Section 9.6 of the Indenture; and



     WHEREAS, all conditions necessary to authorize the execution and delivery of this Fourth
Supplemental Indenture and to make this Fourth Supplemental Indenture valid and binding have been
complied with or performed.



     NOW, THEREFORE, in consideration of the foregoing and notwithstanding any provision of the
Indenture which, absent this Fourth Supplemental Indenture, might operate to limit such action, the
parties hereto, intending to be legally bound hereby, agree as follows:



ARTICLE ONE




AMENDMENTS





	 	 	SECTION 1.01 Amendments.






     (a) Subject to Section 2.01 hereof, the Indenture is hereby amended by deleting in
their entireties Sections 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.10, 4.12, 4.17, 4.18, 4.19,
6.1(a)(3), 6.1(a)(5),



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     6.1(a)(6), 6.1(a)(7), 6.1(a)(8), 10.9(a) and Article V and, in each case, inserting the
words “Intentionally Omitted” in lieu thereof.




     (b) Subject to Section 2.01 hereof, the Indenture is hereby further amended by deleting
from Section 10.9(b)(1) and (2) of the Indenture the phrase “if the sale or other
disposition complies with Section 4.7” in each instance in which it appears therein.




     (c) Effective as of the date hereof, none of the Company, the Trustee or other parties
to or beneficiaries of the Indenture shall have any rights, obligations or liabilities under
such Articles, Sections or Clauses and such Articles, Sections or Clauses shall not be
considered in determining whether an Event of Default has occurred or whether the Company
has observed, performed or complied with the provisions of the Indenture.



     SECTION 1.02 Amendment of Definitions. Subject to Section 2.01 hereof, the Indenture is
hereby amended by deleting any definitions from the Indenture with respect to which references
would be eliminated as a result of the amendments of the Indenture pursuant to Section 1.01 hereof.
To the extent any clause, definition, paragraph, Section or Article of the Indenture has been
deleted from the Indenture pursuant to Article One of this Supplemental Indenture, any reference in
any provision of the Indenture, any Note or any Subsidiary Guarantee to such clause, definition,
paragraph, Section or Article shall be disregarded in, and be deemed eliminated from, such
provisions.



ARTICLE TWO




MISCELLANEOUS




     SECTION 2.01 Effect of Supplemental Indenture. Except as amended hereby, all of the terms of
the Indenture shall remain and continue in full force and effect and are hereby confirmed in all
respects. From and after the date of this Fourth Supplemental Indenture, all references to the
Indenture (whether in the Indenture or in any other agreements, documents or instruments) shall be
deemed to be references to the Indenture as amended and supplemented by this Fourth Supplemental
Indenture.



     SECTION 2.02 Effectiveness. The provisions of this Fourth Supplemental Indenture shall be
effective only upon execution and delivery of this instrument by the parties hereto.
Notwithstanding the foregoing sentence, the provisions of this Fourth Supplemental Indenture shall
become operative only at such time as a majority in principal amount of the outstanding Notes are
accepted for purchase by the Company pursuant to the Tender Offer, with the result that the
amendments to the Indenture effective by this Fourth Supplemental Indenture shall be deemed to be
revoked retroactively to the date hereof if such purchase shall not occur.



     SECTION 2.02 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS FOURTH SUPPLEMENTAL INDENTURE.



     SECTION 2.03 No Representations by Trustee. The recitals contained herein shall be taken as
the statement of the Company, and the Trustee assumes no responsibility for the correctness or
completeness of the same.



     SECTION 2.04 Counterparts. This Fourth Supplemental Indenture may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall constitute but one
and the same instrument.



     SECTION 2.05 Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as
expressly amended hereby, the Indenture and the Notes issued thereunder are in all respects
ratified and confirmed, and all of the terms, conditions and provisions thereof shall remain in
full force and effect. This Supplemental Indenture is executed as, and shall constitute an
indenture supplemental to the



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Indenture and shall be construed in connection with and form a part of the Indenture for all
purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be
bound hereby.




(signature page follows)






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     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be
duly executed as of the date hereof.



	 	 	 	 	 
	 	KEY ENERGY SERVICES, INC.

 	 
	 	By:  	/s/ T.M. Whichard III
 	 
	 	 	Name:  	T.M. Whichard III 	 
	 	 	Title:  	Senior Vice President
and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	KEY ENERGY SERVICES, LLC

KEY ENERGY SERVICES CALIFORNIA, INC.

KEY ENERGY SERVICES MEXICO, INC.

KEY ENERGY SERVICES (MEXICO), LLC

MISR KEY ENERGY INVESTMENTS, LLC

MISR KEY ENERGY SERVICES, LLC

KEY ENERGY MEXICO, LLC

KEY MARINE SERVICES, LLC

 	 
	 	By:  	/s/ T.M. Whichard III
 	 
	 	 	Name:  	T.M. Whichard III 	 
	 	 	Title:  	Senior Vice President
and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

 	 
	 	By:  	/s/ Julie Hoffman-Ramos
 	 
	 	 	Name:  	Julie Hoffman-Ramos 	 
	 	 	Title:  	Senior Associate 	 
	 




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