Exhibit 99.1

Key Energy Services, Inc.

News Release

For Immediate Release:		Contact: John Daniel
Wednesday, April 7, 2004		(432) 571-7345

KEY ENERGY OBTAINS WAIVERS FOR NON-COMPLIANCE WITH INFORMATION COVENANTS

Lenders Give Company Until September 30, 2004 to Deliver Audited 2003 Financials

Securities and Exchange Commission Initiates Inquiry

MIDLAND, TX, April 7, 2004 — Key Energy Services, Inc. (NYSE: KEG) announced today that the lenders under its $175 million revolving credit facility have amended the terms of the facility to waive non-compliance with covenants requiring delivery of audited financial statements. The Company also announced that lessors under approximately $26.2 million (as of December 31, 2003) of equipment leases and its primary workers’ compensation insurance carrier have also waived non-compliance with covenants requiring delivery of audited financial statements.

The revolving credit facility lenders have agreed to extend to September 30, 2004, the date by which the Company must deliver audited financial statements for 2003 and quarterly unaudited financial statements for the first two quarters of 2004. The lenders have also waived defaults which would have resulted from non-compliance with the information delivery requirements and related provisions in the credit agreement. Accordingly, the Company will be able to borrow additional amounts under the revolving credit facility and obtain letters of credit.

The Company previously announced on March 29, 2004 that it would not file its Annual Report on Form 10-K for the year ended December 31, 2003 by March 30, 2004. As described more fully in the Company’s March 29, 2004 release, the Company is in the process of reviewing its assets, which the Company currently expects will require write-downs of approximately $78 million in fixed assets and approximately $5 million of goodwill and other intangible assets. The Company currently expects the write-downs to be recorded in 2003 and one or more prior years and, as a result, expects that certain prior year financial statements will require restatement. In its March 29, 2004 release, the Company also stated that the Company’s Audit Committee has authorized independent investigations, with the assistance of outside counsel, of matters in the Company’s South Texas Division and of aspects of the Company’s disclosure controls and procedures and its internal controls structure and procedures. The Audit Committee has engaged Sidley Austin Brown & Wood LLP to assist it in the investigations.

Francis D. John, Chairman and CEO of the Company, stated, ”With the continued support of our bank group and our other stakeholders, we anticipate that the Company will be able to execute on its operating plan and take advantage of increasing market demand.”

In connection with the waiver, the Company agreed to deliver to the lenders draft, internal, unaudited financial statements setting forth the Company’s financial position and results of operations as of and for the year ended December 31, 2003 and the quarters ended March 31, 2004 and June 30, 2004, subject to any write downs, write offs, charges and adjustments required as a result of the restatements. Until the Company delivers audited 2003 financial statements and unaudited quarterly financial statements (in each case reflecting the impact of the restatements), the Company will be prohibited from making acquisitions (other than a few specified acquisitions permitted by the waiver), from paying any dividends or repurchasing stock, and from making optional payments or prepayments on its senior notes, subordinated debt and certain other unsecured debt. The Company will be permitted to repay the remaining $18.7 million principal amount of its 5% subordinated convertible notes on the maturity date of such notes, if it has at least $50 million in availability under the revolving credit facility after giving effect to such repayment. Based on its current and forecasted liquidity position, the Company believes that it will be able to meet this condition.

6 Desta Drive, Midland, TX 79705

Until the final audited financial statements and unaudited quarterly financial statements are delivered, applicable interest rate margins for LIBOR and base rate loans will not be reduced below 1.75% and 0.25%, respectively, and applicable commitment fee rates will not be reduced below 0.375%. These pricing levels may, however, be increased above those levels in accordance with the current terms of the revolving credit facility. In addition, the Company will pay waiver fees of $437,500 to the lenders and an administrative fee to the administrative agent in consideration of the amendment.

The waiver provides that it will be an event of default if the Company determines that the write-downs, write-offs, charges or other adjustments to be recorded in connection with the restatements will exceed $100 million. The Company currently believes that a write-down of approximately $78 million in assets, consisting predominantly of idle equipment, and a write-off of goodwill and other intangible assets of $5 million relating to an acquisition in the Company’s South Texas Division, will be required, although the review is ongoing and additional write-downs, write-offs or other adjustments may be identified. Under the waiver, a default arising from the failure to deliver periodic reports under any of the indentures pursuant to which the Company’s 6 3/8% senior notes, 8 3/8% senior notes and 5% subordinated convertible notes were issued will not constitute a cross-default under the revolving credit facility unless the requisite notice of default has been given under the applicable indenture and the 60-day cure period after such notice has expired. To date, the Company has not received any notice of default under any of the indentures.

All three of the Company’s equipment financing lessors have agreed to extend to September 30, 2004, the date by which the Company must deliver audited annual financial statements to such parties, thereby eliminating the Company’s non-compliance as a default or cross-default trigger until such date. In addition, the Company’s primary workers’ compensation insurance carrier has agreed to amend the collateral agreements under which it allows the Company to provide a portion of its security in the form of a $6 million promissory note and a $3 million bond (in lieu of a letter of credit). Specifically, the workers’ compensation carrier has agreed to (i) extend to September 30, 2004, the date by which the Company must deliver audited annual financial statements to such parties and (ii) reduce the credit ratings triggers to their current levels. Furthermore, the revolving credit facility waiver discussed above effectively restores the Company’s ability to cure any issues related to the collateral package by simply replacing the note and/or bond with a letter of credit.

The Company also announced that the Fort Worth Office of the Securities and Exchange Commission commenced an inquiry relating to the matters that were the subject of Company’s announcement on March 29, 2004. The Company intends to cooperate fully with the SEC Staff.

About Key Energy and Forward-Looking Statements

Key Energy Services, Inc. is the world’s largest rig-based, onshore well service company. The Company provides diversified energy operations including well servicing, contract drilling, pressure pumping, fishing and rental tool services and other oilfield services. The Company has operations in all major onshore oil and gas producing regions of the continental United States and internationally in Argentina, Canada and Egypt.

Certain statements contained in this news release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the estimated amounts of write-downs and write-offs, possible notices of default under the Company’s long term debt and the need for waivers from certain parties. These forward-looking statements are based on current expectations, estimates and projections about the Company’s industry, management’s beliefs and certain assumptions made by management. Whenever possible, the Company has identified these “forward-looking statements” by words such as “expects”, “believes”, “anticipates” and similar phrases. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including, but not limited to: the risk that the Company will not execute on its operating plan; risks related to market demand; the risk of possible changes in the scope and nature of, and the time required to complete, the issuance of audit opinions on the Company’s prior year financial statements and the audit of the Company’s 2003 financial statements; the risk that the audits may not be completed and financial statements delivered to the lenders by September 30, 2004, the risk that the Company fails to comply with other conditions of the credit facility waiver, including the requirements for delivery of draft, internal, unaudited financial statements; the risk of defaults under the amended credit facility, including default resulting from the amount of write-downs, write-offs, charges or adjustments exceeding $100 million and cross-defaults based on defaults under long term debt after

notice and expiration of cure periods; the risk of failure to have sufficient availability under the revolving credit facility to permit repayment of the Company’s 5% subordinated convertible notes when due; and the results of the SEC inquiry. Because such statements involve risks and uncertainties, the actual results and performance of the Company may differ materially from the results expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Unless otherwise required by law, the Company also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made here; however, readers should review carefully reports or documents the Company files periodically with the Securities and Exchange Commission.

Exhibit 99.2

WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT
(TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT)

THIS WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is dated as of April 5, 2004 and is made by and among KEY ENERGY SERVICES, INC., a Maryland corporation (the “Borrower”), each of the GUARANTORS (as defined in the Credit Agreement), the LENDERS (as defined in the Credit Agreement), PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), PNC CAPITAL MARKETS, INC., and WELLS FARGO BANK, NATIONAL ASSOCIATION (successor-by-merger to Wells Fargo Bank Texas, National Association), as the Co-Lead Arrangers, and CREDIT LYONNAIS NEW YORK BRANCH, as the Syndication Agent (the “Syndication Agent”), BANK ONE, NA and COMERICA BANK, as the Co-Documentation Agents (the “Co-Documentation Agents”).

GENERAL RECITALS

WHEREAS, the Borrower, the Guarantors, the Lenders, the Administrative Agent and the other parties hereto are parties to that certain Fourth Amended and Restated Credit Agreement, dated as of June 7, 1997, as amended and restated through November 10, 2003 (as previously and hereafter amended, restated, supplemented or modified, the “Credit Agreement”);

WHEREAS, the Lenders and Borrower desire to waive certain requirements of the Credit Agreement and to amend the Credit Agreement as provided herein; and

WHEREAS, capitalized terms used herein shall have the meanings given to them in the Credit Agreement as amended by this Amendment and all references to Sections in this Amendment which do not refer to a specific document shall be deemed to refer to the Credit Agreement.

AGREEMENT

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:

1. Waivers.

(a) Recitals.

1. As disclosed in recent press releases of the Borrower, the Borrower will write down or write off certain assets, and may record certain charges and may make additional adjustments to the consolidated financial statements of the Borrower and its consolidated subsidiaries and the amount of those write downs and write offs and of those charges and adjustments has not yet been determined. These write downs, write offs, charges

and adjustments will result in the restatement of the consolidated financial statements of the Borrower and its consolidated Subsidiaries for 2003 and prior periods (the “Restatements”).

2. Section 7.3 of the Credit Agreement provides in part that:

(i) the Loan Parties shall deliver audited financial statements of the Borrower and its consolidated Subsidiaries to the Lenders within ninety-five (95) days after the end of each fiscal year of the Borrower, as more fully provided in Section 7.3.2 of the Credit Agreement (the “Annual Financial Statements”);

(ii) the Loan Parties shall deliver unaudited quarterly financial statements of the Borrower and its consolidated Subsidiaries to the Lenders within fifty (50) calendar days after the end of each of the first three fiscal quarters in each fiscal year, as more fully provided in Section 7.3.1 of the Credit Agreement (the “Quarterly Financial Statements”); and

(iii) the Loan Parties shall deliver a Compliance Certificate as of the end of each fiscal quarter concurrently with their delivery of their financial statements under Sections 7.3.1 and 7.3.2 as more fully provided in Section 7.3.3 of the Credit Agreement (the “Compliance Certificate”).

3. As a result of the Restatements, the Loan Parties cannot finalize and deliver their Annual Financial Statements for their fiscal year ending December 31, 2003 (the “2003 Annual Statements”) by the due date therefor under Section 7.3.2 of the Credit Agreement and expect that they will not be able to finalize and deliver their Quarterly Financial Statements for their fiscal quarters ending March 31, 2004 (the “March 31, 2004 Quarterly Statements”) or June 30, 2004 (the “June 30, 2004 Quarterly Statements”) by the due dates therefor under Section 7.3.1 of the Credit Agreement.

4. The events giving rise to the Restatements reflect that the Borrower and its Subsidiaries have failed to maintain books of record and account which enable them to issue financial statements in accordance with GAAP and as otherwise required by applicable Laws and in which full, true and correct entries are to be made and such failure might be deemed a violation of the representations contained in Section 5.1.9 of the Credit Agreement and the covenants contained in Section 7.1.7 of the Credit Agreement. In addition, the Historical Statements, the financial statements delivered by the Borrower to date pursuant to the Credit Agreement and the Draft Statements (as hereinafter defined) are (or, in the case of the Draft Statements, are or will be) inaccurate (and the representations in Section 5.1.9 of the Credit Agreement are inaccurate), to the extent of the write downs, write offs, charges and adjustments required as a result of the Restatements.

5. As a result of the Restatements, the Borrower will not be able to file its Annual Report on Form 10-K for 2003 (the “2003 Form 10-K”) in a timely manner. That failure might be deemed a violation of Law as contemplated by Sections 5.1.19 and 7.1.9 of the Credit Agreement.

6. Failure to complete the 2003 Form 10-K and to deliver copies of the same to the trustees under the 6 3/8% Notes Indenture, the 8 3/8% Notes Indenture and the 5% Notes Indenture and the holders of the notes issued thereunder by March 30, 2004, constituted an event which, with the giving of notice and the passage of 60 days after the giving of such notice as provided in such Indentures, will constitute an Event of Default under such Indentures which will then permit the acceleration of the indebtedness outstanding thereunder. Section 8.1.5 of the Credit Agreement provides that the occurrence of a default or event of default under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $20,000,000 in the aggregate, will constitute an Event of Default under the Credit Agreement if such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any Indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any Indebtedness.

(b) Waivers and Agreement.

Subject to the agreements and conditions set forth in Section 1(c) [Agreements] and Section 2 [Amendments] of this Amendment, and the other terms of this Amendment, the Lenders hereby waive (i) the requirement that the Loan Parties deliver, on the due dates therefor under Section 7 of the Credit Agreement, the 2003 Annual Statements, the March 31, 2004 Quarterly Statements, the June 30, 2004 Quarterly Statements, and the Compliance Certificates which are due concurrently with the delivery of such statements, (ii) the provisions of Sections 5.1.19 and 7.1.9 of the Credit Agreement to the extent the failure to file the 2003 Form 10-K in a timely manner constitutes a violation of the representations, warranties and covenants contained in Sections 5.1.19 and 7.1.9 of the Credit Agreement and (iii) the provisions of Section 5.1.9 and Section 7.1.7 of the Credit Agreement to the extent the Restatements cause the financial statements of the Borrower and its consolidated Subsidiaries not to meet the requirements of Section 5.1.9 of the Credit Agreement or reflect that the Borrower failed to maintain adequate books and records as required by Section 7.1.7 of the Credit Agreement and hereby waive any Potential Default or Event of Default which might otherwise be occasioned by any of the foregoing; provided however, that the Lenders do not waive any Potential Default or Event of Default resulting from the breach of any financial covenants contained in Sections 7.2.16, 7.2.17 or 7.2.18 of the Credit Agreement occasioned by any of the foregoing. In addition, the Lenders hereby acknowledge and agree that the events described in Section 1(a)6 of this Amendment will not constitute an Event of Default under the Credit Agreement unless and until the related notice as required by the Indenture has been given by the holders of the notes issued under the applicable Indentures and the related cure period in the Indentures has expired. To the extent any waiver contained herein relates to any representation or warranty contained in the Credit Agreement, any renewal of the representations and warranties required by the Credit Agreement shall mean that such representations and warranties are true and correct except to the extent such representations and warranties have been waived or modified hereby.

(c) Agreements.

In consideration of the waivers in Section 1(b) of this Amendment, the Loan Parties hereby agree as follows:

(1) Draft Annual Statements for 2003. The Loan Parties shall deliver to the Administrative Agent and to the Lenders draft, internal, unaudited financial statements for the fiscal year ended December 31, 2003 (the “Draft Annual Statements for 2003”) on or before the later of the effective date hereof or April 5, 2004. The Draft Annual Statements for 2003 shall consist of a consolidated and consolidating balance sheet as of the end of such fiscal year, and related consolidated and consolidating statements of income and cash flows and consolidated stockholders’ equity for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by the Borrower to reflect the Borrower’s financial condition and results of operations in all material respects as of and for the period ended December 31, 2003, subject to any write downs, write offs, charges and adjustments required as a result of the Restatements;

(2) Draft Quarterly Statements for First Two Quarters of 2004. The Loan Parties shall deliver to the Administrative Agent and to the Lenders draft, internal, unaudited financial statements for the fiscal quarters ended March 31, 2004 (the “Draft March 31, 2004 Statements”) on or before May 20, 2004, and for the fiscal quarter ended June 30, 2004 (the “Draft June 30, 2004 Statements”) on or before August 19, 2004. The Draft March 31, 2004 Statements and the Draft June 30, 2004 Statements shall consist of a consolidated and consolidating balance sheet as of the end of such fiscal quarter and related consolidated and consolidating statements of income, and cash flows for the fiscal quarter then ended and the fiscal year through that date and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year, all in reasonable detail and certified by the Borrower to reflect the Company’s financial condition and results of operations for the related period, subject to any write downs, write offs, charges and adjustments required as a result of the Restatements and to any normal year-end audit adjustments;

(3) Compliance Certificates Based on Draft Statements. Concurrently with their delivery of each of their Draft Annual Statements for 2003, Draft March 31, 2004 Statements and Draft June 30, 2004 Statements (collectively, the “Draft Statements”), the Loan Parties shall deliver to the Administrative Agent and to the Lenders a Compliance Certificate in the form required by Section 7.3.3 [Compliance Certificate], but is based on the results contained in the applicable Draft Statements and is subject to the qualifications in the last clause of each of Sections 1(c)(1) and 1(c)(2) (each beginning “, subject to . . .”). Compliance by the Loan Parties with their covenants, including their financial covenants, under the Credit Agreement shall be measured based on the Draft Statements and the Compliance Certificates delivered with such Draft Statements (as if such Draft Statements and Compliance Certificates were finalized versions), until the finalized financial statements and related Compliance Certificates have been delivered pursuant to Section 1(c)(4) of this Amendment, at which time such compliance shall be measured by such finalized financial statements and Compliance Certificates;

(4) Finalized Financial Statements and Compliance Certificates Due by September 30, 2004. On or before September 30, 2004, the Loan Parties shall deliver to the Administrative Agent and to the Lenders the following:

(i) their 2003 Annual Statements, March 31, 2004 Quarterly Statements and June 30, 2004 Quarterly Statements, all of which shall be finalized and comply in all respects (other than the requirement for timely delivery) with the requirements of Sections 7.3.2 and 7.3.1, as applicable, of the Credit Agreement (including, in the case of the 2003 Annual Statements, the delivery of the report of independent certified public accountants for the Loan Parties as more fully described in Section 7.3.2 of the Credit Agreement);

(ii) concurrently with the delivery of each of their 2003 Annual Statements, March 31, 2004 Quarterly Statements and June 30, 2004 Quarterly Statements, the Loan Parties shall deliver a Compliance Certificate based on the results contained in the statements that are then being delivered.

(5) Pricing. Until the Compliance Date (as defined below), notwithstanding the provisions contained in Schedule 1.1(A) (Pricing Grid) of the Credit Agreement (which permits the Applicable Margin and Applicable Commitment Fee Rate to increase or decrease at such times and based on the criteria set forth in such Schedule 1.1(A)), the Applicable Margin and Applicable Commitment Fee Rate shall not be permitted to be reduced below Level III (so that the Applicable Commitment Fee Rate may not under any circumstance be reduced below .375%, the Applicable Margin under the Base Rate Option shall not be reduced below .25% and the Applicable Margin under the Euro-Rate Option shall not be reduced below 1.75%). Until the Compliance Date, the Applicable Margin and Applicable Commitment Fee Rate may be increased according to the terms of Schedule 1.1(A) of the Credit Agreement based on the deliveries of each of the Draft Statements and accompanying Compliance Certificates delivered hereunder. Any pricing increase resulting from the delivery of the Draft Statements shall be effective on the due date for delivery of each such Draft Statement and accompanying Compliance Certificates under this Amendment. Any adjustment to the Applicable Margin and Applicable Commitment Fee Rate resulting from the delivery of the 2003 Annual Statements, March 31, 2004 Quarterly Statements or June 30, 2004 Quarterly Statements shall be effective on the Compliance Date. After the Compliance Date, the Applicable Margin and Applicable Commitment Fee Rate shall again be determined solely by the provisions contained in Schedule 1.1(A) (Pricing Grid) of the Credit Agreement.

(6) Limitation on Certain Transactions. Prior to the Compliance Date, the Loan Parties shall not be permitted to do or engage in any of the following:

(i) Permitted Acquisitions. Except those set out on Exhibit A attached hereto, engage in any Permitted Acquisitions provided in Section 7.2.7 [Liquidations, Mergers, Consolidations, Acquisitions] of the Credit Agreement.

(ii) Dividends. Make or pay any dividends described in, or pursuant to, clause (iii) of Section 7.2.5 [Dividends, Distributions and Stock Repurchases].

(iii) Stock Purchases. Engage in any [Stock Purchases] described in, or pursuant to, clause (iv) of Section 7.2.5.

(iv) Repayments of Other Indebtedness. Make any optional payment or optional prepayment on, or optional redemption or purchase of, any of its Permitted Subordinated Indebtedness or its 8 3/8% Notes, 6 3/8% Notes or Permitted Unsecured Indebtedness. The Loan Parties may repay the remaining unpaid principal amount of its 5% Notes on the maturity date thereof provided that on the date of such repayment and after giving effect to such repayment, the positive difference between the Commitments and the Facility Usage exceeds $50,000,000.

(7) Violation of Agreements in this Section 1(c). Any breach of any agreement in clauses (1), 2 or (3) of this Section 1(c) shall constitute an Event of Default if not cured within 10 days following the occurrence thereof. Any breach of any agreement in clauses (4) or (6) of this Section 1(c) shall be deemed a violation of a negative covenant subject to Section 8.1.3 [Breach of Negative Covenants or Visitation Rights] of the Credit Agreement (and as such shall result in an Event of Default upon the occurrence thereof.

(8) Compliance Date. Upon the date that the Loan Parties comply with the provisions of clauses (1) through (4) of this Section 1(c), the matters set forth in Section 1(b) of this Amendment shall be permanently waived and the amendments contemplated by Section 2 of this Amendment shall terminate and be of no further force and effect. The date upon which the Loan Parties comply with such provisions is referred to as the “Compliance Date.”

2. Amendments.

(a) Definitions.

New definitions are hereby added to Section 1.1 of the Credit Agreement to read as follows and to be inserted in alphabetical order therein:

First Amendment shall mean the Waiver and First Amendment to Credit Agreement waiving provisions under and amending terms in this Agreement.

Restatement Adjustments shall mean the write downs, write offs, charges and adjustments described in Section 1(a)1 of the First Amendment.

Restatements shall have the meaning assigned to such term in the recitals to the First Amendment.

(b) Event of Default—Restatement Adjustments (New Section 8.1.4A).

A new Section 8.1.4A is hereby added to Section 8.1 [Events of Default] and shall follow immediately after Section 8.1.4 and before Section 8.1.5 and shall read as follow:

“8.1.4A Restatement Adjustments.

The Borrower determines that the Restatement Adjustments will exceed $100,000,000.

3. Representations.

The Borrower represents and warrants to the Administrative Agent and the Lenders that, by its execution and delivery hereof to the Administrative Agent, as of the Effective Date (defined below), after giving effect to this Amendment, no Potential Default or Event of Default has occurred and is continuing, and the representations and warranties made by the Borrower and the other Loan Parties in or pursuant to the Credit Agreement or any Loan Documents, including without limitation the representation that the transactions contemplated herein will not violate any Requirement of Law or Contractual Obligation of any Loan Party, are true and correct in all material respects on and as of the Effective Date as if made on such date (except to the extent that any such representations and warranties expressly relate to an earlier dat in which case such representations and warranties were true and correct in all material respects on and as of such earlier date).

4. Conditions to Effectiveness of this Amendment.

This Amendment shall become effective on the date on which all of the following conditions have occurred:

(a) Execution and Delivery. The Administrative Agent (or its counsel) shall have received a copy of this Amendment duly executed and delivered by duly authorized officers of the Borrower and each of the Guarantors, the Required Lenders and the Administrative Agent;

(b) Representations and Warranties. The representations and warranties in Section 3 of this Amendment shall be true and correct and, after giving effect to this Amendment, no Potential Default or Event of Default shall exist and be continuing.

(c) Fee. The Borrower shall have paid to the Administrative Agent for the account of each Lender which delivers to the Administrative Agent (or the Administrative Agent’s counsel as instructed by the Administrative Agent) such Lender’s signed signature page to this Amendment on or before the close of business on Tuesday, April 6, 2004 a fee in the amount of .25% times such Lender’s Commitment.

5. Miscellaneous.

(a) Continuing Effect of the Credit Agreement. This Amendment shall not constitute an amendment or waiver of or consent to any provision of the Credit Agreement not expressly referred to herein and shall not be construed as an amendment, waiver or consent to any action on the part of the Borrower that would require an amendment, waiver or consent of the Agents or the Lenders except as expressly stated herein. Except as expressly consented to hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect.

(b) Fees and Expenses. The Borrower agrees to pay or reimburse the Administrative Agent on demand for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the preparation and execution of this Amendment,

including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.