8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 7, 2005 (April 5, 2005)

KEY ENERGY SERVICES, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland	1-8038	04-2648081
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6 Desta Drive

Midland, Texas  79705

(Address of Principal Executive Offices and Zip Code)

432/620-0300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement

The information provided in Item 3.03 of this Form 8-K is incorporated by reference to this Item 1.01.

Item 3.03.  Material Modification to Rights of Security Holders

On April 6, 2005, Key Energy Services, Inc. (the “Company”) announced that the holders of at least a majority in principal amount of each of the Company’s outstanding 6 ³/₈% Senior Notes due 2013 (the “6 ³/₈% Notes) and 8 ³/₈% Senior Notes due 2008 (the “8 ³/₈% Notes and, collectively with the 6 ³/₈% Notes, the “Notes”), have executed a letter of consent (the “Letter of Consent”) to amend the indentures governing the Notes (the “Indentures”).

As a result, on April 5, 2005, the Company, the Company’s subsidiary guarantors of the Notes and U.S. Bank National Association, the trustee under the Indentures, all have executed and delivered a Fifth Supplemental Indenture with respect to the 6 ³/₈% Notes (the “Fifth Supplemental Indenture”) and a Seventh Supplemental Indenture with respect to the 8 ³/₈% Notes (the “Seventh Supplemental Indenture”), pursuant to which certain covenants have been amended to waive (i) until May 31, 2005, any and all defaults or events of default that may arise from the Company’s noncompliance with the reporting requirements specified in the Indentures for the 2003 fiscal year, (ii) until July 31, 2005, any and all defaults or events of default that may arise from the Company’s noncompliance with the reporting requirements specified in the Indentures for the 2004 fiscal year and for the first three fiscal quarters of 2004, and (iii) until August 31, 2005, any and all defaults or events of default that may arise from the Company’s noncompliance with the reporting requirements specified in the Indentures for the first two fiscal quarters of 2005.

In consideration of the consents, the Company has agreed to pay $3.75 for each $1,000 in principal amount of the Notes to all bondholders of record on March 31, 2005 (the “Record Holders”) as a result of the delay in its financial reporting for the years ended December 31, 2003 and December 31, 2004.  In addition, the Company has agreed to pay all Record Holders $1.25 for each $1,000 in principal amount of the Notes on the 1st day of each month for which the reporting covenants have not been satisfied with respect to filings for the 2004 fiscal year and first three quarters of 2004.  Further, on July 1, 2005 the Company will also make a consent payment to the Record Holders equal to $1.25 per $1,000 principal amount of the Notes if the Company fails to file its First Quarter 2005 Form 10-Q with the Securities Exchange Commission (“SEC”) prior to July 1, 2005 and in addition, the Company will make an additional consent payment to the Record Holders equal to $1.25 per $1,000 principal amount of the Notes if the Company fails to file both the First Quarter 2005 Form 10-Q and the Second Quarter 2005 Form 10-Qs with the SEC prior to August 10, 2005.  Finally, in the event the Company has not filed its Form 10-K for the year ended December 31, 2003 by April 30, 2005, the Company has agreed to pay $3.75 for each $1,000 in principal amount of the Notes on May 1, 2005 to all Record Holders, which would be in addition to the $1.25 fee payable on that date for the filing delay with respect to the Form 10-K for the year ended December 31, 2004.  In addition, the Company has also agreed to continue its reporting of monthly selected financial information until such time that it is current with all financial filings with the SEC.

A copy of the Letter of Consent, the Fifth Supplemental Indenture, the Seventh Supplemental Indenture and the Company’s related press release are filed as exhibits to this Form 8-K and are incorporated herein by reference.

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Item 9.01.  Financial Statements and Exhibits

(c)     Exhibits.

4.1	Form of Letter of Consent dated April 5, 2005, addressed to U.S. Bank National Association, as trustee, and executed by the consenting holders of the Notes.
4.2	Fifth Supplemental Indenture dated as of April 5, 2005, among Key Energy Services, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee, with respect to the Company’s 6 3/8%Senior Notes due 2013.
4.3	Seventh Supplemental Indenture dated as of April 5, 2005, among Key Energy Services, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee, with respect to the Company’s 8 3/8%Senior Notes due 2008.
99.1	Press Release dated April 6, 2005 announcing execution and delivery of waivers to indentures.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KEY ENERGY SERVICES, INC.
Date: April 7, 2005	By:	/s/ Newton W. Wilson, III
		Newton W. Wilson, III
		Senior Vice President and General Counsel

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Exhibit Index

Exhibit No.	Description
4.1	Form of Letter of Consent dated April 5, 2005, addressed to U.S. Bank National Association, as trustee, and executed by the consenting holders of the Notes.
4.2	Fifth Supplemental Indenture dated as of April 5, 2005, among Key Energy Services, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee, with respect to the Company’s 6 3/8%Senior Notes due 2013.
4.3	Seventh Supplemental Indenture dated as of April 5, 2005, among Key Energy Services, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee, with respect to the Company’s 8 3/8%Senior Notes due 2008.
99.1	Press Release dated April 6, 2005 announcing execution and delivery of waivers to indentures.

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EX-4.1

Exhibit 4.1

March 31, 2005

U.S. Bank National Association, as Trustee

One Federal Street, 3^rd 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.

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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 50^th 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]

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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, 22^nd 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.

*  *  *  *  *

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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.

*  *  *  *  *

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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

EX-4.2

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

EX-4.3

Exhibit 4.3

SEVENTH SUPPLEMENTAL INDENTURE

SEVENTH 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 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, the Fifth Supplemental Indenture dated as of July 19, 2004 and the Sixth Supplemental Indenture dated as of January 21, 2005, the “Indenture”), pursuant to which the Company issued an aggregate outstanding principal amount of $275 million of 8³/₈% 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 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

2

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:

“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.”

3

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 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,

4

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.”

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 Mora
Title:		Vice President

Signature Page to Seventh Supplemental Indenture (8³/₈% 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

EX-99.1

Exhibit 99.1

Key Energy Services, Inc.

News Release

For Immediate Release:	Contact: John Daniel
Wednesday, April 6, 2005	(432) 620-0300

KEY ENERGY 6 3/8% NOTES AND 8 3/8% NOTES CONSENT TO

EXTENSION OF REPORTING PERIODS

MIDLAND, TX, April 6, 2005 — Key Energy Services, Inc. (NYSE: KEG) today announced that the holders of at least a majority of the Company’s 6 3/8% Senior Notes due 2013 and 8 3/8% Senior Notes due 2008 (collectively, the “Notes”) have executed a letter of consent (the “Letter of Consent”) to amend the indentures governing the Notes (the “Indentures”).  The Letter of Consent extends the periods within which the Company must file annual and quarterly reports for 2003, 2004 and 2005.

As a result, the Company, the Company’s subsidiary guarantors of the Notes and the trustee all have executed and delivered supplemental indentures, pursuant to which certain covenants have been amended to waive (i) until May 31, 2005, any and all defaults or events of default that may arise from the Company’s noncompliance with the reporting requirements specified in the Indentures for the 2003 fiscal year, (ii) until July 31, 2005, any and all defaults or events of default that may arise from the Company’s noncompliance with the reporting requirements specified in the Indentures for the 2004 fiscal year and for the first three fiscal quarters of 2004, and (iii) until August 31, 2005, any and all defaults or events of default that may arise from the Company’s noncompliance with the reporting requirements specified in the Indentures for the first two fiscal quarters of 2005.

In consideration of the consents, the Company has agreed to pay $3.75 for each $1,000 in principal amount of the Notes to all holders of record on March 31, 2005 ($1.6 million in the aggregate) as a result of the delay in its financial reporting for the years ended December 31, 2003 and December 31, 2004.  In addition, the Company has agreed to pay all bondholders$1.25 for each $1,000 in principal amount of the Notes ($531,250 in the aggregate) on the 1st day of each month for which the reporting covenants have not been satisfied with respect to filings for the 2004 fiscal year and first three quarters of 2004, beginning May 1, 2005.  As previously disclosed, the Company does not expect to file the 2004 filings before June 1, 2005, so it will incur at least the $531,250 monthly fee due on both May 1, 2005 and June 1, 2005.

6 Desta Drive, Midland, TX 79705

Further, on July 1, 2005 the Company will make an additional one-time consent payment to the bondholders equal to $1.25 per $1,000 principal amount of the Notes ($531,250 in the aggregate) if the Company has not filed its First Quarter 2005 Form 10-Q with the SEC prior to July 1, 2005, and the Company will make an additional one-time consent payment to the bondholders equal to $1.25 per $1,000 principal amount of the Notes ($531,250 in the aggregate)  if the Company has not filed both the First Quarter 2005 Form 10-Q and the Second Quarter 2005 Form 10-Qs with the SEC prior to August 10, 2005.  As previously disclosed, the Company does not expect to file the First Quarter 2005 10-Q before July 1, 2005, so it will incur at least the $531,250 fee due on July 1, 2005.

Finally, in the event the Company has not filed its Form 10-K for the year ended December 31, 2003 by April 30, 2005, the Company has agreed to pay on May 1, 2005 a one-time additional consent fee of $3.75 for each $1,000 in principal amount of the Notes ($1.6 million in the aggregate) to all bondholders.  This payment would be in addition to the fee described above that would be payable on that date with respect to the filing delay with respect to the Form 10-K for the year ended December 31, 2004.  All payments, which become due, will be paid to the holders of record as of March 31, 2005, regardless of any subsequent transfer of the securities.

The Company has also agreed to continue its reporting of monthly selected financial information until such time that it is current with all financial filings with the SEC.  Additionally, the Company will continue to hold periodic conference calls to update its operations and if necessary, the restatement process.

Key Energy Services, Inc. is the world’s largest rig-based well service company. The Company provides oilfield services including well servicing, contract drilling, pressure pumping, fishing and rental tools 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 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.  These forward-looking statements are based on current expectations, estimates and projections about the Company, 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 or the results of the ongoing review and restatements and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including, but not limited to: the impact of the Company’s current restatement process on its results for prior and current periods; uncertainties surrounding the restatement process, including the timing and amount of the restatements; the risk of possible changes in the scope and nature of, 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; risks affecting activity levels for rig hours, including demand for the Company’s services and pricing; the impact of professional and other costs related to the restatement process, SEC investigation and pending litigation; the risks that the Company may not be able to complete the restatement process and audit and file 2003 financial statements before May 31, 2005; that it may not be able to complete its financial statements for the fiscal year 2004 and the first three quarters of 2004 by July 31, 2005, that it may not be able to complete its financial statements for the first two quarters of 2005 by August 31, 2005, and that if it fails to meet any of the deadlines, the Notes can be declared in default unless the Company obtains additional waivers; the impact of the payments of fees to the holders of the Notes in consideration of the waivers on the Company’s financial condition and liquidity; the risk that the Company will not be able to obtain additional waivers from the lenders under its revolving credit facility in the event it is unable to issue its financial statements for 2003, 2004 and the first two quarters of 2005 on or before the dates established in the March 2005 bank waiver, which could thereby result in a default under that indebtedness. 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.