0001047469-06-012950 Sample Contracts

ROYCE W. MITCHELL EMPLOYMENT AGREEMENT
Employment Agreement • October 19th, 2006 • Key Energy Services Inc • Drilling oil & gas wells • Texas

THIS EMPLOYMENT AGREEMENT (as from time to time amended in accordance with the provisions hereof, this "Agreement"), is entered into as of the 31st day of December, 2003, by and between ROYCE W. MITCHELL, residing at , Midland Texas 79705 (the "Executive"), and KEY ENERGY SERVICES, INC., a Maryland corporation with executive offices at 6 Desta Drive, Suite 4400, Midland, Texas 79705 (the "Company").

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Key Energy Services, Inc. 6 Desta Drive Midland, Texas 79705 January 1, 2004
Employment Agreement • October 19th, 2006 • Key Energy Services Inc • Drilling oil & gas wells • Texas

Key Energy Services, Inc., a Maryland corporation (the "Company"), with its principal offices at the address set forth above, and you, an individual with your address set forth above agree as follows:

FIFTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 19th, 2006 • Key Energy Services Inc • Drilling oil & gas wells • New York

FIFTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of July 19, 2004 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").

FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • October 19th, 2006 • Key Energy Services Inc • Drilling oil & gas wells • New York

FOURTH SUPPLEMENTAL INDENTURE (this "Fourth Supplemental Indenture"), dated as of July 12, 2004 among Key Energy Shared Services, LLC, a Delaware limited liability company (the "New Guarantor"), Key Energy Services, Inc., a Maryland corporation (the "Company"), and U.S. Bank National Association, as trustee under the indenture referred to below (the "Trustee").

EMPLOYMENT AGREEMENT (this "Agreement")
Employment Agreement • October 19th, 2006 • Key Energy Services Inc • Drilling oil & gas wells • Texas

Key Energy Services, Inc., a Maryland corporation (the "Company"), with its principal offices at the address set forth above, and you, an individual with your address set forth above agree as follows:

ASSET PURCHASE AGREEMENT among Key Energy Drilling, Inc. Key Energy Drilling Beneficial, L.P. Key Rocky Mountain, Inc. Key Four Corners, Inc. and Key Energy Services, Inc. and Patterson-UTI Drilling Company LP, LLLP and Patterson-UTI Energy, Inc....
Asset Purchase Agreement • October 19th, 2006 • Key Energy Services Inc • Drilling oil & gas wells • Texas

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of December 7, 2004, among Key Energy Drilling, Inc., a Delaware corporation ("Key Drilling"), Key Energy Drilling Beneficial, L.P., a Texas limited partnership ("Key Drilling L.P."), Key Four Corners, Inc., a Delaware corporation ("Key Four Corners") and Key Rocky Mountain, Inc., a Delaware corporation ("Key Rocky Mountain", and together with Key Drilling, Key Four Corners and Key Rocky Mountain, the "Sellers"), Key Energy Services, Inc., a Maryland corporation ("Parent") and Patterson-UTI Drilling Company LP, LLLP, a Delaware limited liability limited partnership ("Buyer") and Patterson-UTI Energy, Inc., a Delaware corporation ("Patterson").

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 19th, 2006 • Key Energy Services Inc • Drilling oil & gas wells

This Second Amendment to Employment Agreement (this "Agreement") is entered into this 5th day of April, 2006 between Key Energy Services, Inc., a Maryland corporation (the "Company") and Kim B. Clarke (the "Executive"). Capitalized terms not otherwise defined herein shall have the meanings given them in the Employment Agreement dated effective as of November 22, 2004 between the Company and the Executive (the "Employment Agreement").

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 19th, 2006 • Key Energy Services Inc • Drilling oil & gas wells

This First Amendment to Employment Agreement (this "Agreement") is entered into this 26th day of October, 2005 between Key Energy Services, Inc., a Maryland corporation (the "Company") and Kim B. Clarke (the "Executive"). Capitalized terms not otherwise defined herein shall have the meanings given them in the Employment Agreement dated effective as of November 22, 2004 between the Company and the Executive (the "Employment Agreement").

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 19th, 2006 • Key Energy Services Inc • Drilling oil & gas wells

This First Amendment to Employment Agreement (this "Agreement") is entered into this 26th day of October 2005 between Key Energy Services, Inc., a Maryland corporation (the "Company") and Richard J. Alario (the "Executive"). Capitalized terms not otherwise defined herein shall have the meanings given them in the Employment Agreement dated June 10, 2004 between the Company and the Executive (the "Employment Agreement").

AGREEMENT FOR SUPPLY AND OPERATION OF WORKOVER RIGS, PULLING UNITS, VEHICLES, OTHER EQUIPMENT AND RELATED SERVICES by and between APACHE CORPORATION and KEY ENERGY SERVICES, INC. Dated as of March 28, 2002
Key Energy Services Inc • October 19th, 2006 • Drilling oil & gas wells • Texas

This AGREEMENT dated as of March 28, 2002, is by and between APACHE CORPORATION ("Company"), and KEY ENERGY SERVICES, INC. ("Contractor"). Company and Contractor are sometimes referred to herein individually as "Party" and collectively as "Parties".

SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 19th, 2006 • Key Energy Services Inc • Drilling oil & gas wells • New York

SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture"), dated as of July 12, 2004 among Key Energy Shared Services, LLC, a Delaware limited liability company (the "New Guarantor"), Key Energy Services, Inc., a Maryland corporation (the "Company"), and U.S. Bank National Association, as trustee under the indenture referred to below (the "Trustee").

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 19th, 2006 • Key Energy Services Inc • Drilling oil & gas wells

This First Amendment to Employment Agreement (this "Agreement") is entered into this 26th day of October 2005 between Key Energy Services, Inc., a Maryland corporation (the "Company") and William M. Austin (the "Executive"). Capitalized terms not otherwise defined herein shall have the meanings given them in the Employment Agreement dated March 1, 2005 between the Company and the Executive (the "Employment Agreement").

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 19th, 2006 • Key Energy Services Inc • Drilling oil & gas wells

This First Amendment to Employment Agreement (this "Agreement") is entered into this 6th day of April 2006 between Key Energy Services, Inc., a Maryland corporation (the "Company") and Phil Coyne (the "Employee"). Capitalized terms not otherwise defined herein shall have the meanings given them in the Employment Agreement dated April 15, 2004 between the Company and Employee (the "Employment Agreement").

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 19th, 2006 • Key Energy Services Inc • Drilling oil & gas wells

This First Amendment to Employment Agreement (this "Agreement") is entered into this 26th day of October 2005 between Key Energy Services, Inc., a Maryland corporation (the "Company") and Newton W. Wilson, III (the "Executive"). Capitalized terms not otherwise defined herein shall have the meanings given them in the Employment Agreement dated effective as of January 24, 2005 between the Company and Executive (the "Employment Agreement").

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 19th, 2006 • Key Energy Services Inc • Drilling oil & gas wells • Pennsylvania

THIS THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (as from time to time amended in accordance with the provisions hereof, this "Agreement"), is entered into as of this 31st day of December, 2003 by and between FRANCIS D. JOHN, residing at , Solebury, Pennsylvania 18963 (the "Executive"), and KEY ENERGY SERVICES, INC., a Maryland corporation (the "Company") with executive offices at 400 South River Road, New Hope, Pennsylvania 18938 (the "Current Executive Office Location").

SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 19th, 2006 • Key Energy Services Inc • Drilling oil & gas wells • New York

SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of August 29, 2002 among each of the subsidiaries of Key Energy Services, Inc., a Maryland corporation (the "Company"), listed on Schedule I attached hereto (each a "New Guarantor" and collectively, the "New Guarantors"), the Company, the subsidiaries of the Company listed on Schedule II attached hereto (the "Existing Guarantors"), and U.S. Bank National Association, as trustee under the indenture referred to below (the "Trustee").

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