Print Page  Close Window

SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
<PAGE>



         COBRA shall mean the Consolidated Omnibus Budget  Reconciliation Act of
1985, as amended,  as set forth in Section 4980B of the Code and Part 6 of Title
I of ERISA.

         Code shall have the meaning given to it in the Second Recital.

         Collateral  Document shall mean any agreement,  certificate,  contract,
instrument,  notice,  opinion  or other  document  executed  or  required  to be
executed  pursuant to the  provisions of this Agreement or any of the Collateral
Documents,  including without limitation the Interim Operations  Agreement,  the
New Debt Facility  Documents,  the New Key Warrants and the Registration  Rights
Agreement.

         Company shall have the meaning given to it in the Preamble.

         Company Disclosure  Schedule shall mean the Company Disclosure Schedule
dated as of the date of this Agreement delivered by the Company to Key.

         Company  Financial  Statements  shall have the  meaning  given to it in
Section 3.2.

         the  Company's  knowledge   (including  the  term  "to  the  knowledge,
information  and belief of the  Company")  means the  knowledge  of any  Company
director or executive  officer,  and that such  director or  executive  officer,
after reasonable inquiry of appropriate  Company personnel and reasonable review
of appropriate  company records,  shall have reason to believe and shall believe
that the subject representation or warranty is true and accurate as stated.

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

         Company  Special  Meeting shall have the meaning given to it in Section
1.2(a).

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

         Contract,  Contractual  Obligation  shall  mean  any  term,  condition,
provision,   representation,   warranty,   agreement,   covenant,   undertaking,
commitment,  indemnity or other obligation set forth in the Organic Documents of
the obligee or which is outstanding or existing under any Instrument  (including
without limitation any Instrument relating to or evidencing any Indebtedness) to
which the obligee is a party or by which it or any of its business is subject or
property or assets is bound.

         control (including the terms  "controlled,"  "controlled by" and "under
common control with") means the possession, directly or indirectly or as trustee
or executor,  of the power to direct or cause the direction of the management or
policies of a Person,  or the disposition of such Person's assets or properties,
whether through the ownership of stock, equity or other ownership,  by contract,
arrangement or understanding,  or as trustee or executor,  by contract or credit
arrangement or otherwise;

         Convertible Securities shall mean any evidences of indebtedness, shares
of capital  stock  (other than  common  stock) or other  securities  directly or
indirectly  convertible into or exchangeable for shares of common stock, whether
or not the right to convert or exchange thereunder is immediately exercisable or
is conditioned  upon the passage of time, the  occurrence or  non-occurrence  or
existence or non-existence of some other Event, or both.

         DGCL shall have the meaning given to it in the First Recital.


                                      AI-62