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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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proceeds  and any  increase  in  insurance  premiums as a result of a claim with
respect to such  proceeds) and (ii) the reasonably  determined  present value of
any tax benefits  reasonably  likely to be recognized  as a consequence  of such
losses.

         Affiliate,  Affiliated shall mean, with respect to any Person,  (a) any
other Person at the time  directly or indirectly  controlling,  controlled by or
under direct or indirect  common control with such Person,  (b) any other Person
of which such Person at the time owns, or has the right to acquire,  directly or
indirectly,  twenty  percent  (20%) or more of any class of the capital stock or
beneficial  interest,  (c) any other Person  which at the time owns,  or has the
right to acquire,  directly or  indirectly,  twenty percent (20%) or more of any
class of the  capital  stock or  beneficial  interest  of such  Person,  (d) any
executive  officer  or  director  of  such  Person,  (e)  with  respect  to  any
partnership,  joint venture or similar Entity, any general partner thereof,  and
(f) when used with respect to an  individual,  shall  include any member of such
individual's immediate family or a family trust.

         Agreement shall mean this Agreement as originally in effect,  including
unless  the  context  otherwise  specifically  requires,  this  Appendix  A, all
schedules,  including the Company  Disclosure  Schedule,  and the Key Disclosure
Schedule,  and all exhibits hereto, and as any of the same may from time to time
be supplemented,  amended,  modified or restated in the manner herein or therein
provided.

         Applicable Law shall mean any Law of any Authority, whether domestic or
foreign,  including  without  limitation  all federal and state  securities  and
Environmental  Laws,  to which a Person is  subject or by which it or any of its
business or operations is subject or any of its property or assets is bound.

         Authority shall mean any governmental or quasi-governmental  authority,
whether  administrative,  executive,  judicial,  legislative  or  other,  or any
combination   thereof,   including  without   limitation  any  federal,   state,
territorial,   county,   municipal  or  other   government  or  governmental  or
quasi-governmental agency, arbitrator,  authority,  board, body, branch, bureau,
central bank or comparable  agency or Entity,  commission,  corporation,  court,
department,  instrumentality,  master, mediator, panel, referee, system or other
political unit or  subdivision or other Entity of any of the foregoing,  whether
domestic or foreign.

         Benefit Arrangement shall mean any material benefit arrangement that is
not a Plan,  including  (a)  any  employment  or  consulting  agreement  (b) any
arrangement providing for insurance coverage or workers' compensation  benefits,
(c) any  incentive  bonus or deferred  bonus  arrangement,  (d) any  arrangement
providing termination  allowance,  severance or similar benefits, (e) any equity
compensation plan, (f) any deferred  compensation plan, and (g) any compensation
policy and practice.

         Certificate shall have the meaning given to it in Section 2.1(a).

         Claims shall mean any and all debts, liabilities,  obligations, losses,
damages,  deficiencies,  assessments  and  penalties,  together  with all  Legal
Actions, pending or threatened, claims and judgments of whatever kind and nature
relating  thereto,  and all fees, costs,  expenses and disbursements  (including
without  limitation  reasonable  attorneys'  and  other  legal  fees,  costs and
expenses) relating to any of the foregoing.

         Closing shall have the meaning given to it in Section 1.3.

         Closing Date shall mean the date on which the transactions contemplated
by this Agreement are consummated and the Merger becomes effective.


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