KEY ENERGY SERVICES, INC. $150,000,000 63/8% Senior Notes due 2013 UNDERWRITING AGREEMENT

KEY ENERGY SERVICES, INC. $150,000,000 63/8% Senior Notes due 2013 UNDERWRITING AGREEMENT

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Exhibit 1.1

KEY ENERGY SERVICES, INC.

$150,000,000
6³/8% Senior Notes due 2013

May 9, 2003

Xxxxxx Brothers Inc.
Bear, Xxxxxxx & Co. Inc.
as Representatives of the several Underwriters
named in Schedule I attached hereto
        c/x Xxxxxx Brothers Inc.
        000 0^xx Xxxxxx, 00^xx Xxxxx
        Xxx Xxxx, XX 00000

Ladies and Gentlemen:

Key Energy Services, Inc., a Maryland corporation (the "Company"), proposes, subject to the terms and conditions contained herein, to sell to the several underwriters named in Schedule I hereto (the "Underwriters"), $150,000,000 in aggregate principal amount of its 6³/8% Senior Notes due 2013 (the "Notes") subject to the terms and conditions set forth herein. The Notes are to be issued pursuant to an indenture, dated as of May 9, 2003 (the "Base Indenture"), as supplemented by the First Supplemental Indenture thereto, to be dated as of the Delivery Date (as defined herein) (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), between the Company and U.S. Bank National Association, a national banking association, as trustee (the "Trustee"). The form of the Supplemental Indenture will be filed on Form 8-K and incorporated by reference as exhibit to the registration statement referred to below. The Company's obligations under the Notes, including the due and punctual payment of interest on the Notes, will be unconditionally guaranteed by AES Acquisition, L.P., a Texas limited partnership; Xxxxxx Well Servicing Beneficial, L.P., a Texas limited partnership; Xxxxxx Well Servicing, Inc., a Delaware corporation; Xxxxxx Well Servicing, LLC, a Delaware limited liability company; Xxxxxx Production Acquisition Corp., a Delaware corporation; Xxxxxx Production Management, Inc., a Delaware corporation; Xxxxxx Production Partners, L.P., a Delaware limited partnership; Xxxxxx Production Xxxxxx, Inc., a Delaware corporation; Kalkaska Oilfield Services, Inc., a Michigan corporation; Key Energy Drilling Beneficial, L.P., a Texas limited partnership; Key Energy Drilling, Inc., a Delaware corporation; Key Energy Drilling, LLC, a Delaware limited liability company; Key Energy Services-California, Inc., a Delaware corporation; Key Energy Services-South Texas, Inc., a Delaware corporation; Key Four Corners, Inc., a Delaware corporation; Key Rocky Mountain, Inc., a Delaware corporation; MISR Key Energy Services, LLC, a Delaware limited liability company; Q Energy Services, L.L.C., a Delaware limited liability company; Q Oil & Gas Services, LLC, a Texas limited liability company; Q Production Services, L.P., a Texas corporation; Q Services, Inc., a Texas corporation; Q.V. Services, Inc., a Texas corporation; Q.V. Services, LLC., a Delaware limited liability company; Q.V. Services Beneficial, L.P., a Texas limited partnership; Q.V. Services of Texas, L.P., a Texas limited partnership; Quality Oil Field Services, L.P., a Texas limited partnership; Quality Tubular Services, L.P., a Texas limited partnership; Unitrak Services Holdings, Inc., a Texas corporation; Unitrak Services, L.P., a Texas limited partnership; Unitrak Services, LLC, a Delaware limited liability company; Xxxxxx Oilfield Service & Supply, Inc., a Delaware corporation; Well-Co Oil Service, Inc., a Nevada corporation; WellTech Eastern, Inc., a Delaware corporation; WellTech Mid-Continent Beneficial, L.P., a Texas limited partnership; WellTech Mid-Continent, Inc., a Delaware corporation; WellTech Mid-Continent, LLC, a Delaware limited liability company; Yale E. Key Beneficial, LP, a Texas limited partnership; Yale E. Key, Inc., a Texas corporation; and Yale E. Key, LLC, a Delaware limited liability company (the "Guarantors"). As used herein, the term Notes shall include the subsidiary guarantees thereof by the Guarantors, unless the

context otherwise requires. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture. This is to confirm the agreement concerning the purchase of the Notes from the Company by the Underwriters.

The Company has filed with the Securities and Exchange Commission (the "Commission"), a registration statement on Form S-3 (No. 333-102874) and a prospectus for the registration of the issuance of the Notes under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder (the "Securities Act Regulations"). The Company has prepared and filed such amendments thereto, if any, and such prospectus supplements, if any, as may have been required to the date hereof, and will file such additional amendments thereto and such prospectus supplements as may hereafter be required in connection with the offering and sale of the Notes. The registration statement has been declared effective under the Securities Act by the Commission. The registration statement as amended at the time it became effective (including all information deemed (whether by incorporation by reference or otherwise) to be a part of the registration statement at the time it became effective pursuant to Rule 430A(b) of the Securities Act Regulations) is hereinafter called the "Registration Statement," except that, if the Company files a post-effective amendment to such registration statement which becomes effective before the Delivery Date (as defined below), "Registration Statement" shall refer to such registration statement as so amended. As used herein, the term "Prospectus" means the prospectus included in the Registration Statement in the form filed with the Commission on May 7, 2003, pursuant to Rule 424(b) under the Securities Act Regulations, except that, subject to Section 5(a) below, if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the offering and sale of the Notes that differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b) of the Securities Act Regulations), the term "Prospectus" shall refer to the Prospectus as revised or supplemented by such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters for such use. The Commission has not issued any order preventing or suspending the use of the Prospectus.

1. Sale and Purchase of the Notes. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, the principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto at a purchase price equal to $987 per $1,000 principal amount Notes (the "Purchase Price").

The Company shall not be obligated to deliver any of the Notes to be delivered on the Delivery Date (as defined below), except upon payment for all the Notes to be purchased on such Delivery Date as provided herein.

2. Delivery and Payment. Delivery by the Company of the Notes to the Underwriters, and payment of the Purchase Price by wire transfer payable in same day funds drawn to the order of the Company for the Notes purchased from the Company, against delivery of the respective certificates therefor to the Underwriters, shall take place at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York City time, on May 14, 2003, or at such time on such other date, not later than 10 business days after the date of this Agreement, as shall be agreed upon by the Company and the Underwriters (such time and date of delivery and payment are sometimes referred to as the "Delivery Date").

(a) The Notes will be delivered to the Underwriters against payment of the Purchase Price in immediately available funds. The Notes will be evidenced by one or more global securities in definitive form (the "Global Note") and/or by additional definitive securities, and will be registered, in the case of the Global Note, in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and in the other cases, in such names and in such denominations as the

Underwriters shall request before 9:30 a.m., New York City time, on the second business day preceding the Delivery Date. The Notes to be delivered to the Underwriters shall be made available to the Underwriters in New York City for inspection and packaging not later than 9:30 a.m., New York City time, on the business day next preceding the Delivery Date.

(b) Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder.

3. Representations and Warranties of the Company and the Guarantors. The Company, and each of the Guarantors, hereby represents and warrants to the Underwriters as follows:

(a) The Company and its subsidiaries have been duly organized and formed and are validly existing in good standing under the laws of their respective jurisdictions of organization with full power and authority to own their properties, to conduct their business as described in the Registration Statement and Prospectus and to execute and deliver this Agreement and to consummate the transactions contemplated hereby, except where the failure to be organized or validly existing or to have such power or authority or to be in good standing would not reasonably be expected to have a material adverse effect on the consolidated financial condition, business, properties or results of operations of the Company and its subsidiaries taken as a whole (a "Material Adverse Effect").

(b) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable; and all of the issued equity interests of each Guarantor have been duly and validly authorized and issued and are fully paid and non-assessable and (except for directors' qualifying shares and except as set forth in the Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (except liens held pursuant to the Credit Facilities, as defined in the Prospectus).

(c) The Company and all of its subsidiaries are duly qualified or licensed by each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, except where the failure, individually or in the aggregate, to be so qualified or licensed would not reasonably be expected to have a Material Adverse Effect; except as disclosed in the Prospectus, no subsidiary other than Odessa Exploration Incorporated is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect to such subsidiary's equity interests or from repaying to the Company or any other subsidiary any amounts which may from time to time become due under any loans or advances to such subsidiary from the Company or such other subsidiary, or from transferring any such subsidiary's property or assets to the Company or to any other subsidiary; other than the Company's interests in the Xxxxxx Midstream 1995-2 Business Trust and the Xxxxxx Midstream 1997-1 Business Trust and except as disclosed in the Prospectus, the Company does not own, directly or indirectly, more than one percent of the capital stock or other equity securities of any other corporation or any ownership interest in any partnership, joint venture or other association.

(d) The Company has all requisite power and authority to execute, deliver and perform its obligations under the Notes.

(e) The Company and each of the Guarantors has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the Indenture.

(f) The Base Indenture has been duly and validly authorized by the Company, and, assuming due authorization, execution and delivery by the Trustee, will constitute the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the qualification that the enforceability of the Company's obligations thereunder may be limited

by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally and by general equitable principles; the Supplemental Indenture has been duly and validly authorized by the Company and each of the Guarantors, and upon its execution and delivery and, assuming due authorization, execution and delivery by the Trustee, will constitute the valid and binding agreement of the Company and each of the Guarantors, enforceable against the Company and each of the Guarantors in accordance with its terms, subject to the qualification that the enforceability of the Company's and the Guarantors' obligations thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally and by general equitable principles; and the Prospectus contains an accurate summary, in all material respects, of the terms of the Indenture.

(g) The Notes have been duly and validly authorized by the Company, and when duly executed by the Company in accordance with the terms of the Indenture and, assuming due authentication of the Notes by the Trustee, upon delivery to the Underwriters against payment therefor in accordance with the terms hereof, will have been validly issued and delivered, and will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture, enforceable against the Company in accordance with their terms, subject to the qualification that the enforceability of the Company's obligations thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally and by general equitable principles. On the Delivery Date, the Notes will conform as to legal matters, in all material respects, to the description thereof contained in the Prospectus.

(h) This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors, and (assuming due execution and delivery by the Underwriters) will constitute a valid and binding agreement of the Company and each of the Guarantors, enforceable against the Company and each of the Guarantors in accordance with its terms, subject to the qualification that the enforceability of the Company's or the Guarantors' obligations hereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally and by general equitable principles.

(i) The execution, delivery and performance of this Agreement and the Indenture and the issuance of the Notes by the Company, and the execution, delivery and performance of this Agreement and the Indenture and the issuance of the Guarantees by the Guarantors and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, that would have a Material Adverse Effect, (ii) the provisions of the organizational documents of the Company or any of its subsidiaries, or (iii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets, that would have a Material Adverse Effect; and except for such consents, approvals, authorizations, registrations or qualifications as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and applicable state securities laws, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Guarantees or the Indenture by the Company and the Guarantors and the consummation of the transactions contemplated hereby and thereby.

(j) The Company and the Guarantors are in compliance in all material respects with all applicable laws, rules, regulations, orders, decrees and judgments, including those relating to

transactions with affiliates, except where the failure to be in compliance would not have a Material Adverse Effect;

(k) Neither the Company nor any of the Guarantors is in breach of or in default under (nor has any event occurred which with notice, lapse of time, or both would constitute a breach of, or default under), its respective organization documents, or in the performance or observance of any obligation, agreement, covenant or condition contained in any license, indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which the Company or any of the Guarantors is a party or by which any of them or their respective properties is bound, except for such breaches or defaults which would not reasonably be expected to have a Material Adverse Effect;

(l) No approval, authorization, consent or order of or filing with any federal, state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the Company's and the Guarantors' execution, delivery and performance of this Agreement, the Indenture and the consummation of the transactions contemplated hereby and thereby, and the Company's sale and delivery of the Notes, other than such as have been obtained, or will have been obtained at the Delivery Date;

(m) Each of the Company and its subsidiaries has all necessary licenses, authorizations, consents and approvals and has made all necessary filings required under any federal, state or local law, regulation or rule, and has obtained all necessary authorizations, consents and approvals from other persons, required in order to conduct their respective businesses as described in the Prospectus, except to the extent that any failure to have any such licenses, authorizations, consents or approvals, to make any such filings or to obtain any such authorizations, consents or approvals would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; neither the Company nor any of its subsidiaries is in violation of, in default under, or has received any notice regarding a possible violation, default or revocation of any such license, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or any of its subsidiaries which could reasonably be expected to have a Material Adverse Effect; and such licenses, authorizations, consents or approvals do not, individually or in the aggregate, contain any restriction sufficiently burdensome as to have a Material Adverse Effect and which restriction is not adequately disclosed in the Prospectus;

(n) The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are threatened by the Commission, and any request on the part of the Commission for additional information has been complied with;

(o) The Registration Statement complies, and the Prospectus and any further amendments or supplements thereto will, when filed with the Commission, comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations; the Registration Statement did not, and any amendment thereto relating to this offering will not, in each case as of the applicable effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus or any amendment or supplement thereto at the time of its delivery, will not, as of the applicable filing date and at the Delivery Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no warranty or representation with respect to any statement contained in the Registration Statement or the Prospectus in reliance upon and in conformity with

the information concerning the Underwriters and furnished in writing by or on behalf of the Underwriters to the Company expressly for use in the Registration Statement or the Prospectus;

(p) The Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will be identical in all material respects to the version of the Prospectus created to be transmitted to the Commission for filing via the Electronic Data Gathering Analysis and Retrieval System, except to the extent permitted by Regulation S-T;

(q) On or before the Delivery Date, all legal or governmental proceedings, contracts or documents of a character required to be filed as exhibits to the Registration Statement or to be summarized or described in the Prospectus will have been so filed, summarized or described as required;

(r) There are no actions, suits, proceedings, inquiries or investigations pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries or any of their respective officers and directors or to which the properties, assets or rights of any such entity are subject, at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority, arbitral panel or agency which could result in a judgment, decree, award or order which, if determined adversely to the Company, would reasonably be expected to have a Material Adverse Effect;

(s) The consolidated historical financial statements, including the notes thereto, filed or incorporated by reference as part of the Registration Statement or included in the Prospectus present fairly, in all material respects, the consolidated financial position of the entities to which such financial statements relate (the "Covered Entities") as of the dates indicated and the consolidated results of operations and changes in financial position and cash flows of the Covered Entities for the periods specified; such financial statements have been prepared in conformity, in all material respects, with generally accepted accounting principles applied on a consistent basis during the periods involved and in accordance with Regulation S-X promulgated by the Commission; and the amounts in the Company's amended transition report on Form 10-KT/A, for the year ended December 31, 2002, under the caption "Selected Financial Data" incorporated by reference into the Prospectus fairly present, in all material respects, the information shown therein and have been compiled on a basis consistent with the financial statements included in the Prospectus;

(t) KPMG LLP, whose reports on the consolidated financial statements of the Company and its subsidiaries are filed with the Commission as part of the Prospectus, are and were during the periods covered by their reports, independent public accountants as required by the Securities Act and the Securities Act Regulations;

(u) After the most recent dates as of which information is given in the Registration Statement and the Prospectus, and except as may be otherwise stated in the Registration Statement or Prospectus, there has not been (A) any material adverse change in the assets, business, operations, earnings, prospects, properties or condition (financial or otherwise), present or prospective, of the Company and the Guarantors, whether or not arising in the ordinary course of business, (B) any transaction, which is material to the Company and the Guarantors taken as a whole, entered into by the Company or any of the Guarantors that is not in the ordinary course of business, (C) any obligation, contingent or otherwise, directly or indirectly incurred by the Company or any of the Guarantors, which is material to the Company and the Guarantors taken as a whole other than those that were incurred in the ordinary course of business or (D) any dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock;

(v) The Notes, when issued, will conform in all material respects to the description thereof contained in the Prospectus;

(w) Except as described in the Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement;

(x) Neither the Company nor any of its subsidiaries nor any agent thereof acting on the behalf of them has taken, and none of them will take, any action that might cause this Agreement or the issuance or sale of the Notes to violate, Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System.

(y) The Company has not taken, and will not take, directly or indirectly, any action that is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Notes;

(z) Except with respect to the blue sky survey, the Company has not relied upon the Underwriters or legal counsel for the Underwriters for any legal, tax or accounting advice in connection with the offering and sale of the Notes;

(aa) Any certificate signed by any officer of the Company or any Guarantor delivered to the Underwriters or to counsel for the Underwriters pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company or such Guarantor to the Underwriters as to the matters covered thereby;

(bb) The Company and each of the Guarantors have good and marketable title in fee simple to all real property, if any, and good title to all personal property owned by them, in each case free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and defects, except such as are disclosed in the Prospectus or permitted by the indenture for the Company's 14% Senior Subordinated Notes due 2009 or such as do not result in a Material Adverse Effect and do not interfere with the use made or proposed to be made of such property by the Company and the Guarantors; and any real property and buildings held under lease by the Company or any of the Guarantors are held under valid, existing and enforceable leases, with such exceptions as are disclosed in the Prospectus or which would not reasonably be expected to have a Material Adverse Effect;

(cc) The descriptions in the Prospectus of the contracts, leases and other legal documents therein described present fairly the information required to be shown, and there are no contracts, leases, or other documents of a character required to be described in the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required;

(dd) The Company and each subsidiary owns or possesses adequate license or other rights to use all patents, trademarks, service marks, trade names, copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and know-how (collectively "Intangibles") necessary to entitle the Company and each subsidiary to conduct its business as described in the Prospectus, except to the extent that the failure to own or possess any such Intangibles would not have a Material Adverse Effect, and neither the Company, nor any subsidiary, has received notice of infringement of or conflict with (and the Company knows of no such infringement of or conflict with) asserted rights of others with respect to any Intangibles which could reasonably be expected to have a Material Adverse Effect;

(ee) The Company and each of the Guarantors maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability;

(ff) Each of the Company and the Guarantors has filed on a timely basis all necessary federal, state, local and foreign income and franchise tax returns required to be filed through the date hereof, except for failures to file that would not have a Material Adverse Effect, and have paid all taxes shown as due thereon other than those being contested in good faith and for which reserves have been provided in accordance with generally accepted accounting principles, those currently payable without penalty or interest, or the nonpayment of which would not have a Material Adverse Effect; and no tax deficiency has been asserted or determined adversely to the Company or any of the Guarantors which has had a Material Adverse Effect (nor does the Company have any knowledge of any tax deficiency which, if determined adversely to the Company or any of the Guarantors, would have such a Material Adverse Effect).

(gg) Each of the Company and the Guarantors carries, or is covered by, insurance in such amounts and covering such risks that the Company believes is adequate for the conduct of their respective businesses and the value of their respective properties, and is customary for companies engaged in similar businesses in similar industries;

(hh) Since the date of the Prospectus, neither the Company nor any of the Guarantors has violated, or received notice of any violation with respect to: (i) any federal or state law relating to discrimination in the hiring, promotion or pay of employees; or (ii) any applicable federal or state wages and hours law, the violation of any of which would reasonably be expected to have a Material Adverse Effect;

(ii) Except as would not, individually or in the aggregate, have a Material Adverse Effect: (i) the Company and the Guarantors are in compliance with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder ("ERISA"); (ii) no "reportable event" (as defined in ERISA) has occurred with respect to any "pension plan" (as defined in ERISA) for which the Company and the Guarantors would have any liability; (iii) the Company and the Guarantors have not incurred and do not expect to incur liability under (A) Title IV of ERISA with respect to the termination of, or withdrawal from, any "pension plan" or (B) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the "Code"); and (iv) each "pension plan" for which the Company and the Guarantors would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification;

(jj) There has been no storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of toxic wastes, medical wastes, hazardous wastes or hazardous substances by the Company or any of its subsidiaries (or, to the knowledge of the Company, any of their predecessors in interest) at, upon or from any of the property now or previously owned or leased by the Company or its subsidiaries in violation of any applicable law, ordinance, rule, regulation, order, judgment, decree or permit or that would require remedial action under any applicable law, ordinance, rule, regulation, order, judgment, decree or permit, except for any violation or remedial action which would not have, or could not be reasonably expected to have, singularly or in the aggregate with all such violations and remedial actions, a Material Adverse Effect; there has been no material spill, discharge, leak, emission, injection, escape, dumping or release of any kind onto such property or into the environment surrounding such property of any toxic wastes, medical

wastes, solid wastes, hazardous wastes or hazardous substances due to or caused by the Company or any of its subsidiaries or with respect to which the Company or any of its subsidiaries have knowledge, except for any such spill, discharge, leak, emission, injection, escape, dumping or release which would not have or would not be reasonably expected to have, singularly or in the aggregate with all such spills, discharges, leaks, emissions, injections, escapes, dumpings and releases, a Material Adverse Effect; and the terms "hazardous wastes", "toxic wastes", "hazardous substances" and "medical wastes" shall have the meanings specified in any applicable local, state, federal and foreign laws or regulations with respect to environmental protection;

(kk) To the knowledge of the Company, neither the Company nor any of its subsidiaries, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries, has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or engaged in any transactions, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Company and its subsidiaries;

(ll) There are no material outstanding loans or advances or material guarantees of indebtedness by the Company or any of its subsidiaries to or for the benefit of any of the officers or directors of the Company or any of its subsidiaries or any of the members of the families of any of them that are required to be disclosed in the Prospectus that are not so disclosed;

(mm) Since the 1992 reorganization of the Company, all securities issued by the Company have been issued and sold in compliance with (i) all applicable federal and state securities laws, (ii) the laws of the applicable jurisdiction of incorporation of the issuing entity and, (iii) to the extent applicable to the issuing entity, the requirements of the New York Stock Exchange;

(nn) Except in connection with certain acquisitions and except as described in the Registration Statement or the Prospectus, the Company has not sold or issued any shares of common stock during the six-month period preceding the date of the Prospectus, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock options plans or other employee compensation plans or pursuant to outstanding options, rights or warrants. The Company has not distributed and will not distribute any other offering material in connection with the offer and sale of the Notes other than the Registration Statement and the Prospectus;

(oo) Other than as described in the Prospectus, the Company has not incurred any liability for any finder's fees or similar payments in connection with the transactions herein contemplated;

(pp) No relationship, direct or indirect, exists between or among the Company or any of the Guarantors on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of the Guarantors on the other hand, which is required to be described in the Registration Statement or the Prospectus and which is not so described;

(qq) Neither the Company nor any of the subsidiaries is and, after giving effect to the offering and sale of the Notes, will be an "investment company" or an entity "controlled" by an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended; and

(rr) There are no existing or, to the knowledge of the Company, threatened labor disputes with the employees of the Company or any of its subsidiaries that are likely to have, individually or in the aggregate, a Material Adverse Effect.

4. Conditions of the Underwriters' Obligations. The respective obligations of the Underwriters to purchase the Notes are subject to each of the following terms and conditions:

(a) Notification that the Registration Statement remains effective shall have been received by the Underwriters and the Prospectus shall have been timely filed with the Commission in accordance with Section 5(a) of this Agreement.

(b) No order preventing or suspending the use of the Prospectus shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and any requests by the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of the Commission and the Underwriters.

(c) The representations and warranties of the Company and the Guarantors contained in this Agreement and in the certificates delivered pursuant to Section 4(d), 4(e) and 4(n) shall be true and correct, in all material respects, when made and on and as of the Delivery Date as if made on such date. The Company and the Guarantors shall have materially performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by them at or before the Delivery Date.

(d) The Underwriters shall have received on the Delivery Date a certificate, addressed to the Underwriters and dated such Delivery Date, of the chief executive and the chief financial officer of the Company to the effect that (i) the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and that the representations and warranties of the Company in this Agreement are materially true and correct on and as of the Delivery Date with the same effect as if made on the Delivery Date and the Company has performed, in all material respects, all covenants and agreements and satisfied, in all material respects, all conditions contained in this Agreement required to be performed or satisfied by it at or before the Delivery Date, and (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and to the best of their knowledge, no proceedings for that purpose have been instituted or are pending under the Securities Act.

(e) The Underwriters shall have received on the Delivery Date a certificate, addressed to the Underwriters and dated such Delivery Date, of the vice-president, member, manager or general partner of each Guarantor, as applicable, to the effect that the representations and warranties of such Guarantor in this Agreement are materially true and correct on and as of the Delivery Date with the same effect as if made on the Delivery Date and such Guarantor has performed, in all material respects, all covenants and agreements and satisfied, in all material respects, all conditions contained in this Agreement required to be performed or satisfied by it at or before the Delivery Date,

(f) The Underwriters shall have received, on the date hereof, a signed letter from KPMG LLP addressed to the Underwriters and dated the date hereof, in form and substance reasonably satisfactory to the Underwriters confirming that they are independent accountants within the meaning of the Securities Act and the Securities Act Regulations, and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and stating in effect that:

(i) in their opinion the audited financial statements and financial statement schedules included or incorporated by reference in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Securities Act Regulations;

(ii) on the basis of carrying out certain procedures but not an examination in accordance with generally accepted auditing standards which would not necessarily reveal matters of significance with respect to the comments set forth in such letter, a reading of the minutes of the meetings of the stockholders and directors of the Company, and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to transactions and events subsequent to the date of the latest audited financial statements, except as disclosed in the Registration Statement and the Prospectus, nothing came to their attention which caused them to believe that:

(A) with respect to the Company, there were, at a specified date not more than three business days before the date of the letter, any increases in the current liabilities and long-term liabilities of the Company or any decreases in net income or in working capital or the stockholders' equity in the Company, as compared with the amounts shown on the Company's audited balance sheet for the fiscal year ended June 30, 2002 and the audited balance sheet for the twelve months ended December 31, 2002, incorporated by reference in the Registration Statement; and

(iii) they have performed certain other procedures as may be permitted under generally accepted auditing standards as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) set forth or incorporated by reference in the Registration Statement and the Prospectus and reasonably specified by the Underwriters agrees with the accounting records of the Company.

References to the Registration Statement and the Prospectus in this paragraph (f) are to such documents as amended and supplemented at the date of the letter.

(g) With respect to the letter of KPMG LLP referred to in the preceding paragraph and delivered to the Underwriters concurrently with the execution of this Agreement (the "initial letter"), KPMG LLP shall have furnished to the Underwriters and dated the Delivery Date a letter (the "bring-down letter") of such accountants, addressed to the Underwriters (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days before the date of the bring-down letter), the conclusion and findings of such firm with respect to the financial information and other matters covered by the initial letter and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter.

(h) The Company shall furnish to the Underwriters at the Delivery Date an opinion of Xxxxxx & Xxxxxx, L.L.P., counsel for the Company and its subsidiaries, addressed to the Underwriters and dated the Delivery Date and in form and substance reasonably satisfactory to Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, stating that:

(i) The Company and each of the Guarantors has been duly organized and is validly existing in good standing under the laws of its respective jurisdiction of organization with full corporate power and authority to own its respective properties and to conduct its respective business as described in the Registration Statement and Prospectus and, in the case of the Company and the Guarantors, to execute and deliver this Agreement and to consummate the transactions described in this Agreement, except where the failure by any of such subsidiaries to be organized, validly existing and in good standing, or the failure to have such power or authority would not reasonably be expected to have a Material Adverse Effect;

(ii) The Company and each of the Guarantors are duly qualified or licensed by each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, except where the failure to be so qualified or licensed would not reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Prospectus, no subsidiary of the Company other than Odessa Exploration Incorporated is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect to such subsidiary's equity interests or from repaying to the Company or any other subsidiary any amounts that may from time to time become due under any loans or advances to such subsidiary from the Company or such other subsidiary, or from transferring any such subsidiary's property or assets to the Company or to any other subsidiary;

(iii) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and conform to the description thereof contained in the Registration Statement and the Prospectus;

(iv) To such counsel's knowledge, neither the Company nor any of its subsidiaries is in breach of, or in default under (nor has any event occurred which with notice, lapse of time, or both would constitute a breach of, or default under), any license, indenture, mortgage, deed of trust, loan or credit agreement or any other agreement or instrument to which the Company or any of its subsidiaries is a party or by which any of them or their respective properties may be bound or affected or under any law, regulation or rule or any decree, judgment or order applicable to the Company or any of its subsidiaries, except such breaches or defaults which would not reasonably be expected to have a Material Adverse Effect;

(v) This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors;

(vi) The Indenture has been duly authorized, executed and delivered by the Company and each of the Guarantors and (assuming due authentication, execution and delivery by the Trustee) constitutes a valid and legally binding agreement of the Company and each of the Guarantors, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and by general equitable principles;

(vii) The Notes have been duly authorized, executed, authenticated, issued and delivered by the Company as provided in the Indenture, and constitute valid and legally binding obligations of the Company, entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and by general equitable principles;

(viii) No approval, authorization, consent or order of or filing with any federal or state governmental or regulatory commission, board, body, authority or agency is required in connection with the execution, delivery and performance of this Agreement, the Indenture, the consummation of the transaction contemplated hereby, and the sale and delivery of the Notes by the Company as contemplated hereby, other than such as have been obtained or made under the Securities Act and the Securities Act Regulations;

(ix) The execution, delivery and performance of this Agreement and the Indenture and the consummation by the Company of the transactions contemplated thereby do not and will not (A) conflict with, or result in any breach of, or constitute a default under (nor constitute

any event which with notice, lapse of time, or both would constitute a breach of or default under), (i) any provisions of the organizational documents of the Company or any Guarantor, (ii) any provision of any material license, indenture, mortgage, deed of trust, loan, credit or other agreement or instrument known to such counsel and to which the Company or any Guarantor is a party or by which any of them or their respective properties or assets may be bound or affected, (iii) any law or regulation binding upon or applicable to the Company or any Guarantor or any of their respective properties or assets, or (iv) any decree, judgment or order known to such counsel to be applicable to the Company or any Guarantor; (B) result in the creation or imposition of any lien, charge, claim or encumbrance upon any property or assets of the Company or the Guarantors; (C) accelerate the right of any holder of a security or obligation of the Company or the Guarantors to receive a payment prior to maturity; or (D) trigger a change in control provision under any obligation, agreement, covenant or condition contained in any license, indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument known to such counsel which the Company or any of the Guarantors is a party or by which any of them or their respective properties is bound, except in the case of an event described in clauses (A) through (D) that would not result in a Material Adverse Effect;

(x) To such counsel's knowledge, there are no persons with registration or other similar rights to have any equity securities, including securities which are convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement;

(xi) The Indenture and the Notes conform in all material respects to the description thereof contained in the Registration Statement and Prospectus;

(xii) There are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any of the Company's securities pursuant to the Company's charter or by-laws or any agreement or other instrument known to such counsel;

(xiii) The Registration Statement has become effective under the Securities Act, the Prospectus was filed with the Commission pursuant to the subparagraph of rule 424(b) of the Securities Act Regulations specified in such opinion on the date specified in such opinion and no stop order suspending the effectiveness of the Registration Statement has been issued and, to such counsel's knowledge, no proceedings with respect thereto have been commenced or threatened;

(xiv) As of the effective date of the Registration Statement and the date of filing of the Prospectus (including any amendment or supplement thereto), respectively, the Registration Statement and the Prospectus (except as to the financial statements and other financial data contained therein, as to which such counsel need express no opinion) complied as to form in all material respects with the requirements of the Securities Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the Securities Act Regulations;

(xv) The Indenture has been qualified under the Trust Indenture Act;

(xvi) The statements under the caption "Description of Debt Securities" in the Registration Statement and under the captions "Description of Notes" and "Certain United States Federal Income Tax Consequences" in the Prospectus, insofar as such statements constitute a summary of the legal matters referred to therein, constitute accurate summaries thereof in all material respects; and

(xvii) To such counsel's knowledge, there are no contracts or documents of a character which are required to be filed as exhibits to the Registration Statement or required to be described or summarized in the Prospectus which have not been so filed, summarized or

described, and all such summaries and descriptions, in all material respects, fairly and accurately set forth the material provisions of such contracts and documents.

To the extent deemed advisable by such counsel, they may rely as to matters of fact on certificates of responsible officers of the Company and public officials and on the opinions of other counsel satisfactory to the Underwriters as to matters that are governed by laws other than the laws of the States of New York and Texas, the General Corporation Law of the State of Delaware and the Federal laws of the United States; provided that such counsel shall state that in their opinion the Underwriters and they are justified in relying on such other opinions. Copies of such certificates and other opinions shall be furnished to the Underwriters and counsel for the Underwriters.

In addition, such counsel shall state that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the Underwriters and representatives of the independent certified public accountants of the Company, at which conferences the contents of the Registration Statement and the Prospectus and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus (except as specified the foregoing opinion), on the basis of the foregoing, no facts have come to the attention of such counsel that lead such counsel to reasonably believe that the Registration Statement at the time it became effective (except with respect to the financial statements and notes and schedules thereto and other financial data, as to which such counsel need express no belief) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus as amended or supplemented (except with respect to the financial statements, notes and schedules thereto and other financial data, as to which such counsel need make no statement) on the date thereof contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The foregoing opinion shall be rendered to the Underwriters at the request of the Company and shall so state therein.

(i) All corporate proceedings required to be taken in connection with the sale of the Notes as herein contemplated shall be reasonably satisfactory in form and substance to the Underwriters and its counsel and the Underwriters shall have received from Xxxxxx & Xxxxxxx LLP a favorable opinion, addressed to the Underwriters and dated the Delivery Date, with respect to certain matters covered in paragraphs (v), (vi) and (vii) relating to those Guarantors that are organized under the laws of the State of Delaware and (xiv) of Section 4(h) hereof, and such other related matters as the Underwriters may reasonably request, and the Company shall have furnished to Xxxxxx & Xxxxxxx LLP such documents as they may reasonably request for the purpose of enabling them to pass upon such matters.

(j) Neither the Company nor any of the Guarantors shall have sustained since the date of the latest audited financial statements included in the Prospectus (A) any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus or (B) any change in the equity interests or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such case described in clause (A) or (B), is, in the judgment of Xxxxxx Brothers Inc., so material and adverse as to

make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes being delivered on such delivery date on the terms and in the manner contemplated in the Prospectus.

(k) After the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Securities Act Regulations and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities.

(l) After the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange or the Nasdaq National Market or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States; (ii) a banking moratorium shall have been declared by Federal or state authorities of the United States; (iii) the United States shall have become engaged in hostilities, there shall have been a significant escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or there shall have occurred any other calamity or crisis (including, without limitation, as a result of terrorist activities); (iv) there shall have occurred such a material adverse change in general domestic or international economic, political or financial conditions, including without limitation as a result of terrorist activities after the date hereof, or the effect of international conditions on the financial markets in the United States shall be such, as to make it in the case of (iii) or (iv), in the reasonable judgment of a majority in interest of the Underwriters, impracticable or inadvisable to proceed with the public offering or delivery of the Notes being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus.

(m) The Company and the Guarantors agree that the Base Indenture and the Supplemental Indenture shall be qualified under the Trust Indenture Act and any necessary supplemental indentures will be entered into in connection therewith.

(n) The Company and the Guarantors shall have furnished or caused to be furnished to the Underwriters such further certificates or documents customarily furnished in connection with an underwritten public offering of debt securities, as the Underwriters shall have reasonably requested.

5. Covenants of the Company and the Guarantors.

(a) The Company and the Guarantors covenant and agree as follows:

(i) The Company will cause a prospectus supplement to be filed (but only if the Underwriters or their counsel has not reasonably objected thereto by notice to the Company after having been furnished a copy a reasonable time prior to filing) in connection with the offering of the Notes and will notify the Underwriters promptly of such filing.

(ii) Until the completion of the distribution of the Notes, the Company shall promptly advise the Underwriters in writing (i) when any amendment to the Registration Statement shall have become effective or any supplement to the Prospectus has been filed, (ii) of any request by the Commission for any amendment of the Registration Statement or the Prospectus or for any additional information, (iii) of the issuance of any stop order suspending

the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. For a period of 60 days after the Delivery Date, the Company shall not file any amendment of the Registration Statement or supplement to the Prospectus, in each case, relating to the offering of the Notes unless the Company has furnished the Underwriters a copy for its review before filing and shall not file any such proposed amendment or supplement to which the Underwriters reasonably object. The Company shall use its best efforts to prevent the issuance of any stop order and, if issued, to obtain as soon as possible the withdrawal thereof.

(iii) Until the completion of the distribution of the Notes, the Company shall deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits) and (ii) the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the filing of the Prospectus in connection with the offering or sale of the Notes and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, to notify the Underwriters and, upon its request, to prepare and furnish without charge to the Underwriters as many copies as the Underwriters may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance.

(iv) The Company shall make generally available to its security holders and to the Underwriters as soon as practicable, but not later than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (or 90 days if such 12-month period coincides with the Company's fiscal year), an earnings statement (which need not be audited) of the Company, covering such 12-month period, which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Securities Act Regulations.

(v) The Company shall furnish to the Underwriters and counsel for the Underwriters, upon request and without charge, copies of the Registration Statement (including all exhibits thereto and amendments thereof) and all amendments thereof and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act or the Securities Act Regulations, as many copies of the Prospectus and any amendments thereof and supplements thereto as the Underwriters may reasonably request.

(vi) The Company shall reasonably cooperate with the Underwriters and counsel for the Underwriters in endeavoring to qualify the Notes for offer and sale in connection with the offering under the laws of such jurisdictions as the Underwriters and the Company have mutually agreed are appropriate and shall maintain such qualifications in effect so long as required for the distribution of the Notes; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation as doing business in any jurisdiction.

(vii) On or before completion of this offering, the Company shall make all filings required under applicable securities laws including any required registration under the Exchange Act.

(viii) The Company will apply the net proceeds from the offering of the Notes in the manner set forth under "Use of Proceeds" in the Prospectus.

(ix) Except as stated in this Agreement and in the Prospectus, the Company and the Guarantors have not taken, nor will any of them take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes.

(x) The Company and the Guarantors agree to comply in all material respects with all the terms and conditions of the Indenture and all agreements set forth in the representation letters of the Company and the Guarantors to DTC relating to the approval of the Notes by DTC for "book-entry" transfer.

(xi) The Company and the Guarantors will not voluntarily claim, and will resist actively all attempts to claim, the benefit of any usury laws against holders of the Notes.

(xii) The Company and the Guarantors will do and perform all things required or necessary to be done and performed under this Agreement by them before the Delivery Date, and to satisfy all conditions precedent to the Underwriters' obligations hereunder to purchase the Notes.

(b) The Company agrees to pay (a) the costs incident to the authorization, issuance, sale and delivery of the Notes and any taxes payable in that connection; (b) the costs incident to the preparation, printing and filing under the Securities Act of the Prospectus and any amendments and exhibits thereto; (c) the costs of distributing the Prospectus as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), the Prospectus and any amendment or supplement to the Prospectus, all as provided in this Agreement; (d) any applicable listing or other fees; (e) the fees and expenses (not in excess, in the aggregate, of $10,000, including related fees and expenses of counsel to the Underwriter) of qualifying the Notes under the securities laws of the several jurisdictions as provided in Section 5(a)(vi) and of preparing, printing and distributing a Blue Sky Memorandum; (f) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Notes, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show; (g) all fees and expenses (including fees and expenses of counsel) of the Company and the Guarantors in connection with approval of the Notes by DTC for "book-entry" transfer; and (h) all other costs and expenses incident to the performance of the obligations of the Company under this Agreement; provided that, except as provided in this Section 5(b) and in Section 9 the Underwriters shall pay its own costs and expenses.

6. Indemnification and Contribution.

(a) The Company and each Guarantor, jointly and severally, shall indemnify and hold harmless each Underwriter, its officers and employees and each person, if any, who controls any Underwriter within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Notes), to which that Underwriter, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon,

(i) any untrue statement or alleged untrue statement of a material fact contained (A) in the Registration Statement or the Prospectus or in any amendment or supplement thereto, or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Notes ("Marketing Materials"), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically); (ii) the omission or alleged omission to state in the Registration Statement or the Prospectus, or in any amendment or supplement thereto, or in any Marketing Materials, any material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Notes or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Company and the Guarantors shall not be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct), and shall reimburse each Underwriter and each such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or the Prospectus, or in any such amendment or supplement, in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company through the Underwriters by or on behalf of any Underwriter specifically for inclusion therein which information consists solely of the information specified in Section 6(e).

(b) Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, its officers and employees, each of its directors, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company or any such director, officer or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or supplement thereto, or (ii) the omission or alleged omission to state in the Registration Statement or the Prospectus, or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company by or on behalf of that Underwriter specifically for inclusion therein, and shall reimburse the Company and any such director, officer or controlling person for any legal or other expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which any Underwriter may otherwise have to the Company or any such director, officer, employee or controlling person.

(c) Promptly after receipt by an indemnified party under this Section 6 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in

writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 6 except to the extent it has been materially prejudiced by such failure and, provided further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 6. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Underwriters shall have the right to employ counsel to represent jointly the Underwriters and their respective officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters against the Company under this Section 6 if, in the reasonable judgment of the Underwriters, it is advisable for the Underwriters and those officers, employees and controlling persons to be jointly represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding, or (ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

(d) If the indemnification provided for in this Section 6 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 6(a) or 6(b) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and the Underwriters on the other from the offering of the Notes; or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors on the one hand and the Underwriters on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors on the one hand and the Underwriters on the other with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Notes purchased under this Agreement (before deducting expenses) received by the Company and the Guarantors, on the one hand, and the total underwriting discounts and commissions received by the Underwriters with respect to the Notes purchased under this Agreement, on the other hand, bear to the total gross proceeds from the offering of the Notes under this Agreement. The relative fault shall be determined by reference to whether the untrue

or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, the Guarantors or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Guarantors and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section shall be deemed to include, for purposes of this Section 6(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Notes underwritten by it and distributed to the public was offered to the public exceeds the amount of any damages which the Underwriter has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute as provided in this Section 6(d) are several in proportion to their respective underwriting obligations and not joint.

(e) The Underwriters severally confirm and the Company acknowledges that the statements with respect to the public offering of the Notes by the Underwriters set forth on the cover page of the Prospectus and the disclosure concerning the third, fourth, seventh and eighth paragraphs appearing under the caption "Underwriting" in the Prospectus are correct and constitute the only information concerning such Underwriters furnished in writing to the Company by or on behalf of the Underwriters specifically for inclusion in the Registration Statement and the Prospectus.

7. Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Notes that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the proportion which the amount of Notes set opposite the names of the remaining non-defaulting Underwriters in Schedule I hereto bears to the total amount of Notes set opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on such Delivery Date if the total amount of Notes that the defaulting Underwriter agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the remaining Underwriters do not elect to purchase the Notes that the defaulting Underwriter agreed but failed to purchase on such Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company or the Guarantors, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 9.

Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If the other Underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of

counsel for the Company or counsel for the Underwriters may be necessary in the Prospectus or in any other document or arrangement.

8. Termination. The obligations of the Underwriters hereunder may be terminated by the Underwriters by notice given to and received by the Company before delivery of and payment for the Notes if, before that time, any of the events described in Sections 4(j), 4(k) or 4(l), shall have occurred or if the Underwriters shall decline to purchase the Notes for any reason permitted under this Agreement.

9. Reimbursement of Underwriters' Expenses. If the Company shall fail to tender the Notes for delivery to the Underwriters by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company (including, without limitation, with respect to the transactions contemplated by this Agreement) is not fulfilled, the Company will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements to counsel) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Notes, and upon demand the Company shall pay the full amount thereof to the Underwriters.

10. Miscellaneous. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company or any of the officers, directors or controlling persons referred to in Section 6 hereof, and shall survive delivery of and payment for the Notes. The provisions of Sections 5(b), and 6 shall survive the termination or cancellation of this Agreement.

This Agreement has been and is made for the benefit of the Underwriters, the Company and their respective successors and assigns, and, to the extent expressed herein, for the benefit of persons controlling the Underwriters, or the Company, and directors and officers of the Company, and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. The term "successors and assigns" shall not include any purchaser of Notes from the Underwriters merely because of such purchase.

All notices and communications hereunder shall be in writing and mailed or delivered or by telephone or facsimile if subsequently confirmed in writing, (a) if to the Underwriters, c/x Xxxxxx Brothers Inc., 000 0^xx Xxxxxx, 00^xx Xxxxx, Xxx Xxxx, XX 00000, Attention: High Yield Capital Markets, Third Floor, with a copy to Xxxxxxx X. Xxx, Esq., Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and (b), if to the Company, the offices of the Company at Key Energy Services, Inc., 000 Xxxxx Xxxxx Xxxx, Xxx Xxxx, Xxxxxxxxxxxx 00000, Attention: General Counsel, with a copy to Xxxxxx X. Xxxxx, Xxxxxx & Xxxxxx, L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws.

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

If the foregoing correctly sets forth the agreement among you and the Company and the Guarantors, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among us. It is understood that your acceptance of this letter on behalf of each of the Underwriters named in Schedule I hereto is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination, upon reasonable request, but without warranty on your part as to the authority of the signers thereof (other than you).

		Very truly yours,
		KEY ENERGY SERVICES, INC.
		By:	/s/ XXXX X. XXXXXX, XX. Xxxx X. Xxxxxx, Xx. Senior Vice President and General Counsel

		GUARANTORS:
		XXXXXX WELL SERVICING, INC. XXXXXX PRODUCTION ACQUISITION CORP.* XXXXXX PRODUCTION MANAGEMENT, INC. XXXXXX PRODUCTION XXXXXX, 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. MISR KEY ENERGY SERVICES, LLC UNITRAK SERVICES HOLDING, INC. XXXXXX 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/ XXXX X. XXXXXX, XX.
		Name:	Xxxx X. Xxxxxx, Xx.
		Title:	Vice President and Secretary of each corporation listed above unless otherwise noted below

*Xxxx X. Xxxxxx, Xx. is the Vice President and Assistant Secretary of this corporation.

		XXXXXX WELL SERVICING BENEFICIAL, LP by the sole general partner, Xxxxxx Well Servicing, Inc.
		XXXXXX PRODUCTION PARTNERS, L.P. by the sole general partner, Xxxxxx Production Management, Inc.
		KEY ENERGY DRILLING BENEFICIAL, L.P. 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.
		AES ACQUISITION, L.P. by the sole general partner, Q Oil & Gas Services, LLC
		QUALITY TUBULAR 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/ XXXX X. XXXXXX, XX.
		Name:	Xxxx X. Xxxxxx, Xx.
		Title:	Vice President and Secretary of each corporate general partner listed above

XXXXXX 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, L.L.C.

		By:	/s/ XXXX X. XXXXXX, XX.
		Name:	Xxxx X. Xxxxxx, Xx.
		Title:	Manager of each limited liability company listed above

Accepted as of the date first above written:

SCHEDULE I

Underwriters		Amount of Notes Purchased
Xxxxxx Brothers Inc.		$	70,500,000
Bear, Xxxxxxx & Co. Inc.		$	54,000,000
First Albany Corporation		$	9,000,000
PNC Capital Markets, Inc.		$	9,000,000
CIBC World Markets Corp.		$	7,500,000
	TOTAL	$	150,000,000

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UNDERWRITING AGREEMENT
SCHEDULE I

XXXXXX BROTHERS INC.
BEAR, XXXXXXX & CO. INC.

/s/ XXXXX XXXXXX

Xxxxx Xxxxxx

Managing Director

On behalf of themselves and the other Underwriters named in Schedule I hereto