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): June 1, 2005 (May 26, 2005)

 

KEY ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Maryland		1-8038		04-2648081
(State 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)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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.

 

Key Energy Services, Inc., a Maryland corporation (the “Company”) entered into a Fifth Modification of Waiver and Sixth Amendment to Fourth Amended and Restated Credit Agreement (the “Modification”) dated as of May 26, 2005 by and among the Company, 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 Calyon New York Branch (successor by merger to Credit Lyonnais New York Branch), as the Syndication Agent, JPMorgan Chase Bank, N.A. and Comerica Bank, as the Co-Documentation Agents.  A copy of the Modification is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference.

 

The Company, the Guarantors, the Lenders, the Administrative Agent and the other parties to the Modification are parties to the Fourth Amended and Restated Credit Agreement dated as of June 7, 1997, as amended and restated through November 10, 2003, and as amended by the Waiver and First Amendment to Credit Agreement dated as of April 5, 2004, the Modification of Waiver and Second Amendment to Credit Agreement dated as of August 31, 2004, the Second Modification of Waiver and Third Amendment to Credit Agreement dated as of December 17, 2004, and the Third Modification of Waiver and Fourth Amendment to Credit Agreement dated as of March 30, 2005 and that Fourth Modification of Waiver and Fifth Amendment to Credit Agreement dated April 29, 2005.

 

The Modification provides that the date by which the Company must deliver audited financial statements for 2003 is July 31, 2005.  Pursuant to the terms of the Modification, the lenders also agreed to extend until (i) October 31, 2005 the date by which the Company must deliver quarterly financial statements and audited financial statements for 2004 and (ii) December 31, 2005 the date by which the Company must deliver quarterly financial statements for the first three quarters of 2005.

 

The Company will pay waiver fees of approximately $375,000 to the lenders and an administrative fee to the administrative agent in consideration of the amendment.

 

Item 9.01.  Financial Statements and Exhibits

 

(c)                                  Exhibits

 

10.1         Fifth Modification of Waiver and Sixth Amendment to Fourth Amended and Restated Credit Agreement dated as of May 26, 2005, by and among the Company, 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, 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 Calyon New York Branch (successor by merger to Credit Lyonnais New York Branch), as the Syndication Agent, Bank One, NA and Comerica Bank One, NA and Comerica Bank, as the Co-Documentation Agents.

 

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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.

 

Date:   June 1, 2005	KEY ENERGY SERVICES, INC.
	By:	/s/ Newton W. Wilson, III
		Newton W. Wilson, III
		Senior Vice President and General Counsel

 

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EXHIBIT INDEX

 

Exhibit No.		Exhibit
10.1		Fifth Modification of Waiver and Sixth Amendment to Fourth Amended and Restated Credit Agreement dated as of May 26, 2005, by and among the Company, 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, 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 Calyon New York Branch (successor by merger to Credit Lyonnais New York Branch), as the Syndication Agent, Bank One, NA and Comerica Bank One, NA and Comerica Bank, as the Co-Documentation Agents.

 

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