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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         SECTION 6.8  Arrangement  of Debt  Financing.  The Company and Key will
cooperate with one another and use their respective  reasonable business efforts
to  negotiate,   execute  and  consummate  the  transaction  contemplated  by  a
definitive secured credit facility meeting the requirements of the provisions of
this Section 6.8 (the "New Debt  Facility").  Without limiting the generality of
the foregoing, the parties agree that the definitive agreements, instruments and
other documents relating to the New Debt Facility  (collectively,  the "New Debt
Facility Documents") will provide, among other things, as follows:

                  (a)  The  New  Credit   Facility   Documents   will  be  based
         substantially  on the  terms  and  conditions  of one of the  following
         commitment  letters (true,  accurate and complete  copies of which have
         heretofore  been delivered to the Company) with respect to the New Debt
         Facility:

                           (i) The letter,  dated October 24, 1995, from The CIT
                  Group/Credit Finance, Inc. to Key Energy Group, Inc.; and

                           (ii) The letter, dated November 3, 1995, from Norwest
                  Bank Texas to Key Energy Group, Inc.

         Key shall have the sole power and  authority,  in its sole and absolute
         discretion,  to determine which of the financial  institutions  issuing
         such two letters to pursue with respect to  negotiating  the New Credit
         Facility;

                  (b) Subject to the other  provisions  of this Section 6.8, all
         of the  material  terms  and  conditions  of the  New  Credit  Facility
         Documents shall be reasonably satisfactory to the parties;

                  (c) The New  Credit  Facility  Documents  may not be  amended,
         modified  or changed in any manner  Adverse to either of the parties or
         terminated by the Company or Key without the express written consent of
         the Company and Key;

                  (d) All existing long-term indebtedness of the Company and its
         Subsidiaries  and,  to the  extent it shall,  in its sole and  absolute
         discretion,  determine,  of Key and its  Subsidiaries  shall be  repaid
         simultaneously  with the initial  borrowings to be incurred pursuant to
         the New Debt Facility;

                  (e) Subject to the provisions of subparagraph  (d) immediately
         preceding,  Key shall have the sole power and authority (i) to make all
         decisions with respect to the New Credit Facility and the incurrence of
         indebtedness thereunder,  including,  without limitation, to determine,
         from time to time,  the amount of  indebtedness  to be incurred and the
         use of the  proceeds  thereof,  and (ii) to execute  all  documents  in
         connection with the incurrence of such indebtedness; provided, however,
         that Key shall cause such borrowings to be made as are sufficient, from
         time to time, to enable the Company to satisfy its  obligations  in the
         ordinary course of business; and

                  (f) The parties  agree to execute and deliver an  amendment to
         this Agreement to the extent reasonably requested by the banks or other
         financial institutions providing the New Credit Facility.



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